Common use of Permits Clause in Contracts

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the applicable Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of the Partnership Company Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, each of the Partnership Company Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Company Entities, taken as a whole.

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), a) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits required as of the date this representation is deemed made in respect of all Real Estate and for any other Property otherwise then currently operated by or on behalf of, or at for the benefit of, such Person and for the operation of its then current Permitted Businesses, (b) all such Permits are in full force and effect, and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits (to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made), (c) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits, other than Permits required by the Nevada Gaming Authorities, contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to any of the Partnership EntitiesLoan Parties, taken as or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (e) the Borrower has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit and (f) each of the Loan Parties reasonably believes that each such Permit will be timely renewed and complied with, without unreasonable expense or delay, and that any such Permit not required to have been obtained by the date this representation is deemed made that may be required of such Person is of a wholetype that is routinely granted on application and compliance with the conditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, without undue expense or delay) and will be timely obtained and complied with, without undue expense or delay.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities The Company and ShipManagement has or operates pursuant toits Subsidiaries have all authorizations, or at the Closing Time and each Date of Delivery will have or will operate pursuant toapprovals, such permits, Consents (as defined above)clearances, licenses, franchises, concessionspermits, certificates or exemptions (including manufacturing approvals and authorizations authorizations, pricing and reimbursement approvals, labeling approvals, registration notifications or their foreign equivalent) issued by any regulatory authority or governmental agency (collectively, “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and required to conduct its business in their respective businesses as currently conducted except to the manner described in extent that the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject failure to have such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . The conduct of business by the Company complies, and at all times has substantially complied, in all material respects with applicable federal, state and foreign laws except as set forth in to the Registration Statement, extent that the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that so comply would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no regulatory authority or governmental agency is considering limiting, suspending or revoking any such Permit. To the knowledge of the Company, there is no material false or misleading information or material omission in any application or other submission by the Company or any of its Subsidiaries to any regulatory authority or governmental agency. The Company or its Subsidiaries have fulfilled and none performed in all material respects their obligations under each Permit, and, as of the date hereof, to the knowledge of the Company, no event has occurred or condition or state of facts exists which would constitute a breach or default or would cause revocation or termination of any such Permits contains Permit except to the extent that such breach, default, revocation or termination would not have a Material Adverse Effect. To the knowledge of the Company, any restriction third party that is materially burdensome a manufacturer or contractor for the Company or any of its Subsidiaries is in compliance in all material respects with all Permits insofar as they pertain to the Partnership Entitiesmanufacture of product components or products for the Company. The Company and its Subsidiaries have not received any notice from any governmental agency alleging or asserting noncompliance with any applicable laws or Permits. The Company and its Subsidiaries are not subject to any obligation arising under an administrative or regulatory action or other notice, taken as response or commitment made to or with any regulatory authority or governmental agency. The Company and its Subsidiaries have made all notifications, submissions and reports required by applicable federal, state and foreign laws, except to the extent that the failure to make such notifications, submission or reports would not have a wholeMaterial Adverse Effect.

Permits. Each of the Partnership MarkWest Entities has, and ShipManagement has or operates pursuant to, or at the Closing Time each Settlement Date and each Date Time of Delivery hereunder will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Borrower and ShipManagement hasits Restricted Subsidiaries has obtained and holds all Permits required in respect of its Real Estate Assets and for any other property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (ii) all such Permits are in full force and effect, and each of Borrower and its Restricted Subsidiaries has performed and observed all its material obligations with respect to requirements of such applicable Permits which are or will be due to have been fulfilled and performed by such date and Permits, (iii) no event has occurred that would prevent the Permits from being renewed allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to any of Borrower and its Restricted Subsidiaries, or to the Partnership Entitiesoperation of any of its businesses or any property owned, taken leased or otherwise operated by such Person, (v) each of Borrower and its Restricted Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (b) Except as a wholeprovided in Sections 4.4 and 4.19, no consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of, or enforcement of remedies (including foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents.

Permits. Each The Indigo Group Companies have all required Governmental Approvals necessary for the conduct of their business and the Partnership Entities use of their properties and ShipManagement has or operates pursuant toassets, or at the Closing Time as presently conducted and used, and each Date of Delivery will such Governmental Approvals is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notGovernmental Approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a an Indigo Material Adverse Effect; . The operation of the business of the Indigo Group Companies as currently conducted is not, and has not been since January 1, 2014, in violation of, nor is any Indigo Group Company in default or violation under, any Governmental Approval (except for such past violation or default as set forth in has been remedied and imposes no continuing obligations or costs on the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinIndigo Group Companies), each and, to the knowledge of the Partnership Entities and ShipManagement hasIndigo Parent, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such Permitterm, condition or provision of any Governmental Approval, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Governmental Approval, individually or in the aggregate, has not had and would not reasonably be expected to have a have, an Indigo Material Adverse Effect. There are no actions pending or, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesknowledge of Indigo Parent, taken as a wholethreatened, that seek the revocation, cancellation or modification of any Governmental Approval, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect. Since January 1, 2014, no Indigo Group Company has received or been subject to any written notice, charge, claim or assertion, or to the knowledge of Indigo Parent, any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Governmental Approval, nor to the knowledge of Indigo Parent, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect.

Permits. Each Monsoon and its Subsidiaries have all required Governmental Approvals necessary for the conduct of their business and the Partnership Entities use of their properties and ShipManagement has or operates pursuant toassets, or at the Closing Time as presently conducted and used, and each Date of Delivery will such Governmental Approvals is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notGovernmental Approvals, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Monsoon Material Adverse Effect; . The operation of the business of Monsoon and its Subsidiaries as currently conducted is not, and has not been since January 1, 2014, in violation of, nor is Monsoon or its Subsidiaries in default or violation under, any Governmental Approval (except for such past violation or default as set forth in the Registration Statement, the General Disclosure Package has been remedied and the Prospectus (and any documents incorporated by reference thereinimposes no continuing obligations or costs on Monsoon or its Subsidiaries), each and, to the knowledge of the Partnership Entities and ShipManagement hasMonsoon, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such Permitterm, condition or provision of any Governmental Approval, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Governmental Approval, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Monsoon Material Adverse Effect. There are no actions pending or, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesknowledge of Monsoon, taken as threatened, that seek the revocation, cancellation or modification of any Governmental Approval, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeMonsoon Material Adverse Effect. Since January 1, 2014, neither Monsoon nor its Subsidiaries have received or been subject to any written notice, charge, claim or assertion, or to the knowledge of Monsoon, any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Governmental Approval, nor to the knowledge of Monsoon, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a Monsoon Material Adverse Effect.

Permits. Each of the Partnership Teekay Entities has, and ShipManagement has or operates pursuant to, or at upon the Closing Time and each Date consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or has, and upon the consummation of the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have have, made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date and upon the consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each (a) CE Construction and/or Lessee shall be solely responsible for obtaining all Permits necessary for the siting, construction, development, operation and maintenance of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofLNG Facility, and has CE Construction shall use Commercially Reasonable Efforts to obtain all such Permits as soon as possible. Notwithstanding the foregoing, neither Lessee nor CE Construction shall make or will have made present any submission, presentation or other substantive written communication to any Governmental Authority in connection with the LNG Facility without first obtaining Lessor's approval of such submission, presentation or other substantive communication, which approval shall not be unreasonably withheld. Lessor shall be given reasonable advance notice of any meetings (whether held in person or telephonically) between Lessee and/or CE Construction and any Governmental Authority relating to any Permit, and Lessee, CE Construction and Lessor shall reasonably cooperate in scheduling such meetings at such times and in such locations as are reasonably convenient for all applicable declarations Parties, so as to enable Lessor, CE Construction and filings withLessee to each participate in the same. Subject to the foregoing, Lessor, CE Construction and Lessee shall each make their representative(s) available for all Federalsuch meetings, provincialeither in person or by telephone. In no event shall Lessee or CE Construction allow any Permit to be binding upon the Premises without Lessor's approval, statewhich shall not be unreasonably withheld to the extent the Permits apply solely to the Premises, local the Easements and/or the Exclusion Zone; provided, however, that if any Permit affects any other part of the Borax Site or foreign governmental or regulatory authoritieswould survive the termination of this Lease, Lessor may withhold its approval of such Permit in Lessor's sole and absolute discretion. (b) Lessor agrees to join with CE Construction, at its request, in seeking the Permits and other approvals of Governmental Authorities related to construction of the LNG Facility which are approved by Lessor in accordance with this Lease. Lessee shall reimburse Lessor for all selfof Lessor's reasonable out-regulatory organizations of-pocket costs incurred in evaluating and processing such Permits and other approvals of Government Authorities. Lessee agrees to indemnify and hold Lessor harmless from and against any and all courts liabilities and other tribunals, as are necessary to own or lease its properties and to conduct its business obligations arising from such joinder by Lessor with Lessee in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to connection with such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Real Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsReal Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each (a) Parent and each of the Partnership Entities Parent Subsidiaries has, and ShipManagement has or operates pursuant is in good standing with respect to, or at the Closing Time and each Date of Delivery will have or will operate pursuant toall governmental consents, such approvals, licenses (including insurance licenses), authorizations, permits, Consents certificates, inspections and franchises (as defined above)collectively, licenses, franchises, concessions, certificates and authorizations (the “Parent Permits”) of, necessary to continue to conduct the business of Parent or such Parent Subsidiary as now conducted and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its and operate the assets and properties necessary for the conduct by Parent or such Parent Subsidiary of their business as now conducted, all of which are valid and to conduct its business in the manner described in the Registration Statementfull force and effect, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings failures that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, do not have, and would not reasonably be expected to have have, a Parent Material Adverse Effect; except . (b) The Parent Insurance Subsidiaries are duly licensed, authorized, approved or accredited (as required by the respective jurisdiction) to conduct an insurance or reinsurance business in the jurisdictions listed on Schedule 6.17(b) of the Parent Disclosure Schedule, and are not transacting any insurance or reinsurance business in any jurisdiction in which they are not so licensed, authorized, approved, accredited (as the case may be) or otherwise permitted to transact such business. (c) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each on Schedule 6.17(c) of the Partnership Entities and ShipManagement hasParent Disclosure Schedule: (i) neither Parent nor any Parent Subsidiary has received any notice, oral or written, (A) that it is required to obtain, or at that it is engaging in any activity that would require it to obtain, any Parent Permits that it does not now possess or (B) that it is engaging in any activity that would cause modification, limitation, non-renewal, revocation or suspension of any Parent Permits and no action, inquiry, investigation or proceeding looking to or contemplating any of the actions specified in clauses (A) and (B) above is pending or, to the Knowledge of Parent, threatened; (ii) all reports, statements, documents, registrations, filings and submissions to state insurance regulatory authorities submitted or made by Parent or the Parent Subsidiaries complied in all material respects with Applicable Law in effect when filed, and in each Date of Delivery will have, fulfilled and performed instance were filed in all its material obligations respects on a timely basis; (iii) no material deficiencies have been asserted by any such Governmental Entities with respect to any such applicable Permits reports, statements, documents, registrations, filings or submissions that have not been satisfied in all material respects; (iv) Parent has delivered or made available for inspection by the Company true and complete copies of all quarterly and annual statutory statements, reports of examinations and market conduct studies made by the Parent Subsidiaries with any Governmental Entities since January 1, 2003, including each Parent Statutory Statement, and any reports of examination or market conduct studies relating to any Parent Subsidiary issued by any Governmental Entities since December 31, 2003, and all such quarterly and annual statutory statements, reports of examinations and market conduct studies were in all material respects true, complete and accurate when filed. (d) Parent has delivered or made available for inspection by the Company true and complete copies of all financial examination, market conduct or other reports of U.S. state insurance departments with respect to any U.S. Parent Insurance Subsidiary and any equivalent reports of Insurance Regulators with respect to any non-U.S. Parent Insurance Subsidiaries which are or will be due to have been fulfilled and performed completed since January 1, 2003. Since January 1, 2003, no violations material to the financial condition of any Parent Insurance Subsidiary have been asserted in writing by any Insurance Regulator, other than any violation which has been cured or otherwise resolved to the satisfaction of such Insurance Regulator or which is no longer being pursued by such date and no event Insurance Regulator following a response by the relevant Parent Insurance Subsidiary. Neither Parent nor any of its Subsidiaries is in default under or in violation of any Order, stipulation, decree, award or judgment entered into with or issued by any Insurance Regulator; nor has occurred that would prevent the Permits from being renewed any of Parent or reissued or that allows, or after any of its Subsidiaries received any notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeremains uncorrected.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statementmost recent Preliminary Prospectus, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and the independent registered public accounting firms of the Company and your representatives, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent specified in the foregoing opinion), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that: (A) the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (C) the Prospectus, as of its issue date and as of such Permits Time of Delivery contained or contains any restriction that is materially burdensome an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the Partnership Entitiesstatements therein, taken as a whole.in the light of the circumstances under which they were made, not misleading;

Permits. Each FA and each of its Subsidiaries have all Permits necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Partnership Entities Permits is valid, subsisting and ShipManagement has or operates pursuant toin full force and effect, or at except where the Closing Time and each Date of Delivery will failure to have or will operate pursuant tomaintain such Permit individually or in the aggregate, such permitshas not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, Consents (financial condition or results of operations of FA and its Subsidiaries as defined above), licenses, franchises, concessions, certificates currently conducted. The operation of the business of FA and authorizations (“Permits”) ofits Subsidiaries as currently conducted is not, and has not been since January 1, 2012 in violation of, nor is FA or will have made all applicable declarations and filings withits Subsidiaries in default or violation under, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus any Permit (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentspast violation or default as has been remedied and imposes no continuing obligations or costs on FA or its Subsidiaries), Permitsand, declarations and filings thatto the Knowledge of FA, if not obtained no event has occurred which, with notice or operated pursuant to the lapse of time or madeboth, would notconstitute a default or violation of any term, condition or provision of any Permit, except where such default or violation of such Permit, individually or in the aggregate, has not resulted in and would not reasonably be expected to have a Material Adverse Effect; except as set forth result in material liability to FA or its Subsidiaries or otherwise materially impair the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each conduct of the Partnership Entities and ShipManagement hasbusiness, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof financial condition or results of operations of FA and its Subsidiaries as currently conducted. There are no actions pending or, to the Knowledge of FA, threatened, that seek the revocation, cancellation or would result in any impairment of the rights of the holder modification of any such Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted. Since January 1, 2012, neither FA nor its Subsidiaries have a Material Adverse Effectreceived or been subject to any written notice, and none of such Permits contains any restriction that is materially burdensome charge, claim or assertion, or, to the Partnership EntitiesKnowledge of FA, taken any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Permit, nor to the Knowledge of FA and its Subsidiaries, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as a wholecurrently conducted.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Velodyne and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, exemptions, orders, xxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Velodyne Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Velodyne Material Adverse Effect, (i) the operation of the business of Velodyne and its Subsidiaries as currently conducted is not, and has not been since October 1, 2020, in violation of, nor is Velodyne or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Velodyne or its Subsidiaries), and (ii) to the Knowledge of Velodyne, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Velodyne, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Velodyne Material Adverse Effect. Since October 1, and none 2020, neither Velodyne nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Velodyne, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeVelodyne Material Adverse Effect.

Permits. Each Except as disclosed in the “Environmental Considerations and Permitting” and “Legal Proceedings” sections of the Partnership Entities and ShipManagement has or operates pursuant toCompany’s Annual Report on 10-K for the fiscal year ended December 31, or at 2009 (the Closing Time “2009 Form 10-K”), the Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has all requisite corporate power and authority, such permitsand all necessary authorizations, Consents (as defined above)approvals, consents, orders, licenses, franchisescertificates, concessions, certificates registrations and authorizations (“Permits”) ofpermits of and from, and has or will have made all applicable required declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authoritiesbodies or any other person or entity, including, without limitation, the Nuclear Regulatory Commission (“NRC”), the Department of Energy (“DOE”) and the Occupational Safety and Health Administration (“OSHA”), the State of Texas Commission on Environmental Quality and any other governmental or regulatory body, person or entity having jurisdiction (including, without limitation, any such body, person or entity having jurisdiction over any mining or milling related activity) and any tribe or nation with respect to Indian Country (as such term is defined in the Glossary of the Company’s 2009 Form 10-K), all self-regulatory organizations and all courts and other tribunalstribunals (collectively, the “Permits”), to own, lease, license, work, develop, explore and use its assets and properties (including, without limitation, surface and mineral licenses, usage rights and water rights), as are necessary to own or lease its properties applicable, and to conduct its business business, all of which are valid and in full force and effect, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to lack of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package . The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its Subsidiaries has fulfilled and performed in all material respects all of its material obligations with respect to such applicable Permits which are or will be due Permits, including, without limitation, requirements to have been fulfilled obtain sufficient financial assurances, pay required fees and/or taxes and performed by otherwise maintain the validity of such date Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any such PermitCompany thereunder. Except as may be required under the Securities Act and state and foreign Blue Sky laws, except for such failure no other Permits are required to fulfill or enter into, deliver and perform any material obligations, any non-renewals, non-issues, revocations, terminations this Agreement and impairments that would not, individually or in to issue and sell the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeSecurities.

Permits. Each of the Partnership Entities and ShipManagement (a) The Company has not violated or operates pursuant tofailed to comply with any statute, law, ordinance, rule, regulation or at the Closing Time and each Date of Delivery will have or will operate pursuant topolicy (collectively, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“PermitsLaws”) ofof any court or governmental authority, and has department, commission, board, bureau, agency or will have made all applicable declarations and filings withinstrumentality, all Federal, provincial, state, local whether domestic or foreign governmental (each, a “Governmental Authority”) to which it or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease any of its properties and or assets is subject, except where such violation or failure to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if so comply would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a any Material Adverse Effect; except as set forth in the Registration Statement. The Company has all franchises, permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, the General Disclosure Package and “Permits”) that are material to the Prospectus (and any documents incorporated by reference therein), each conduct of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitbusiness as presently conducted and, except for such foreign and U.S. regulatory approvals that may be required to be obtained as a condition to the marketing and sale of the Company’s products, as proposed to be conducted. All such Permits are in full force and effect, and to the knowledge of the Company no violations or notices of failure to fulfill comply have been issued or perform recorded in respect of any such Permits. The Company is not in default in any material obligationsrespect under any of such Permits. The Company has no knowledge of any reason why such Permits may be revoked or suspended. The Company believes it can obtain, without undue burden or expense, any non-renewalssuch Permits for the conduct of its business as planned to be conducted. All applications, non-issuesreports, revocations, terminations notices and impairments that other documents required to be filed by the Company with all Governmental Authorities have been timely filed and are complete and correct in all material respects as filed or as amended prior to the applicable Closing except where the failure to so file would not, individually or in the aggregate, not reasonably be expected to have a any Material Adverse Effect. With respect to any required Permits, and none applications for which are either pending or contemplated to be made pursuant to the business strategy of the Company, the Company does not know of any reason why such Permits contains any restriction that is materially burdensome should not be approved and granted by the appropriate Governmental Authority. Neither the Company nor, to the Partnership Entitiesknowledge of the Company, any of its officers or agents has made any illegal or improper payments to, or provided any illegal or improper inducement for, any governmental official or other individual or entity in an attempt to influence any such individual or entity to take or to refrain from taking any action relating to the Company. To the Company’s knowledge, during the past five years, no officer or key employee of the Company has been: (i) arrested for or convicted of a crime (other than minor traffic violations); (ii) adjudged bankrupt; or (iii) been an officer or director of a company that has been adjudged bankrupt. (b) The Company: (i) has not received any notice or correspondence from any Governmental Authority alleging or asserting any noncompliance with any applicable Laws or Permits held by the Company; and (ii) has not received notice that any Governmental Authority has taken as a wholeor is intending to take action to limit, suspend, modify or revoke any Permits held by the Company and has no knowledge that such Governmental Authority is considering such action.

Permits. Each Parent and each of the Partnership Entities Parent Subsidiaries have all Permits necessary for the conduct of their business and ShipManagement has or operates pursuant tothe use of their properties and assets, or at the Closing Time as presently conducted and used and each Date of Delivery will the Permits is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; except as set forth in . The operation of the Registration Statement, the General Disclosure Package business of Parent and the Prospectus (Parent Subsidiaries as currently conducted is not, and has not been since January 1, 2013, in violation of, nor is Parent or any documents incorporated by reference therein)Parent Subsidiary in default or violation under, each any Permit, and, to the Knowledge of the Partnership Entities and ShipManagement hasParent, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such terms, condition or provision of any Permit, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. There are no actions pending or, to the Knowledge of Parent, threatened, that seek the revocation, cancellation or adverse modification of any Permit, except where such revocation, cancellation or adverse modification, individually or in the aggregate, has not had and none would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2013, neither Parent nor any Parent Subsidiaries have received or been subject to any written notice or, to the Knowledge of Parent, any charge, claim or assertion, in each case alleging any violations of Permits, nor to the Knowledge of Parent, has any such notice, charge, claim or assertion been threatened, except where the receipt of such Permits contains any restriction that is materially burdensome notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to the Partnership Entities, taken as have a wholeParent Material Adverse Effect.

Permits. (a) Each of the Partnership Entities Company and ShipManagement the Subsidiaries has, and for the past three years has or operates pursuant tohad, or at the Closing Time and each Date of Delivery will have or will operate pursuant toall material franchises, such permits, Consents (as defined above)certifications, registrations, licenses, franchisesapprovals and any similar authority necessary for the conduct of its business as now being conducted by it (including all those required by any Governmental Authorities engaged in the regulation of the business of the Company or any of the Subsidiaries) (collectively, concessions, certificates and authorizations (“Permits”) of). All such Permits are current and valid, and has or will have made all applicable declarations and filings witheach such entity, all Federalas applicable, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts is in good standing with the appropriate Governmental Authorities in each state and other tribunals, as are necessary to own or lease its properties and to conduct its business jurisdiction in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to which such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitentity does business, except for such where the failure to fulfill be current or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that valid or to be in good standing would not, individually or in the aggregate, reasonably not be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome adverse to the Partnership EntitiesCompany and its Subsidiaries, taken as a whole. (b) The Closing and the consummation of the transactions hereby contemplated will not result in any material default or material loss of good standing with respect to any Permit material to the conduct of the Company’s business or the business of any Subsidiary as now conducted. All material filings required to be made with or approvals required to be obtained on behalf of the Company or any of the Subsidiaries from any Governmental Authority in connection with the transactions contemplated hereby are set forth on Schedule 3.11(b) of the Disclosure Schedule. (c) Except as set forth on Schedule 3.11(c) of the Disclosure Schedule or for normal or ordinary course examinations conducted by a Governmental Authority in the regular course of the business of the Company and the Subsidiaries, since January 1, 2006 (i) to the Knowledge of the Knowledgeable Sellers, no Governmental Authority has initiated any inquiry, proceeding or investigation into the business or operations of the Company or any Subsidiary which, if adversely determined, would be materially adverse to the Company and its Subsidiaries, taken as a whole, and (ii) there is no unresolved violation or exception by any Governmental Authority with respect to any report or statement relating to any examinations of the Company or any Subsidiary which, if adversely determined, would be materially adverse to the Company and its Subsidiaries, taken as a whole.

Permits. Each (a) The Company and its Subsidiaries and, to the Knowledge of the Partnership Entities Company, their respective officers, directors, employees, and ShipManagement has or operates pursuant toAssociated Persons hold all licenses, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licensescertificates, franchises, concessionsordinances, certificates registrations, qualifications, or other rights, privileges, applications and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings filed with, all Federalgranted or issued by, provincialor entered by any Governmental Authority, state, local FINRA or foreign governmental or regulatory authorities, all self-regulatory organizations organization that are required for the conduct of the businesses of the Company and all courts the Subsidiaries as currently being conducted, each as amended through the date hereof (collectively, the "Company Permits"), other than such licenses, permits, certificates, franchises, ordinances, registrations, qualifications, or other rights, privileges, applications and other tribunalsauthorizations the absence of which would not reasonably be expected, as are necessary to own individually or lease its properties and to conduct its business in the manner described aggregate to have a Company Material Adverse Effect. (b) The Company Permits are in the Registration Statementfull force and effect and have not been pledged or otherwise encumbered, the General Disclosure Package assigned, suspended, modified, conditioned, or restricted in any material respect, canceled or revoked, and the Prospectus (Company and each of the Subsidiaries, and, to the Knowledge of the Company, each of their respective officers, directors, employees and Associated Persons thereof, have operated, and are operating, in compliance with all terms thereof or any documents incorporated by reference therein)renewals thereof applicable to them, subject and with all Requirements of Law which apply to the conduct of the business thereof, and are in good standing in respect of all such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Company Permits, declarations and filings that, if other than in any case where the failure to so comply or operate or to be in good standing would not obtained or operated pursuant to or made, would notreasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except as set forth in . To the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each Knowledge of the Partnership Entities and ShipManagement hasCompany, no event has occurred, or at each Date of Delivery will havenotice received, fulfilled and performed all its material obligations with respect to such applicable any of the Company Permits which are allows or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowsresults in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, or termination termination, modification, or the imposition of any condition or restriction, thereof or results or would result in any other material impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that Company Permit other than as would notnot be reasonably expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as disclosed on Schedule 3.15(c), to the Knowledge of the Company, no Governmental Authority, FINRA or self-regulatory organization has initiated any proceeding, investigation, or examination into the business or operations of the Company or any Subsidiary, or any officer, director, employee or Associated Persons thereof, or has instituted any proceeding seeking to revoke, cancel or limit any Company Permit, and none neither the Company or any Subsidiary, nor any officer, director, employee or Associated Person thereof has received any notice of such Permits contains any restriction that is materially burdensome unresolved material violation or exception by any Governmental Authority, FINRA or self-regulatory organization with respect to any report or statement relating to any examination of the Company or any Subsidiary, except in any case as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary nor, to the Partnership EntitiesKnowledge of the Company, taken any of their respective officers, directors, employees, or Associated Persons or persons performing similar duties has been enjoined, indicted, convicted or made the subject of a disciplinary proceeding, censure, consent decree, cease and desist or administrative order on account of any violation of the Exchange Act, the Commodity Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, state securities law or applicable foreign law or regulation. (d) Except as disclosed on Schedule 3.15(d), neither the Company or any Subsidiary, nor, to the Knowledge of the Company, any officer, director, employee or Associated Person thereof is a wholeparty or subject to any agreement, consent, decree or order or other understanding or arrangement with, or any directive of any Government Authority, FINRA or self-regulatory organization which imposes any material restrictions on or otherwise affects in any material way the conduct of any of the business of the Company and its Subsidiaries.

Permits. Each of the Partnership Entities Copano Parties has, and ShipManagement has or operates pursuant to, or at the Closing Time Date and each Date of Delivery any Option Closing Date, will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) therein and except for such Consents, Permits, declarations and filings thatpermits which, if not obtained or operated pursuant obtained, could not reasonably be expected to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement Copano Parties has, or and at each the Closing Date of Delivery and any Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, none of such Permits contains permits contains, or at the Closing Date and any Option Closing Date will contain, any restriction that is materially burdensome to the Partnership Entities, taken Copano Parties considered as a whole.

Permits. Each DENTSPLY and each of its Subsidiaries have all Permits necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Partnership Entities Permits is valid, subsisting and ShipManagement has or operates pursuant toin full force and effect, or at except where the Closing Time and each Date of Delivery will failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have have, a DENTSPLY Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a DENTSPLY Material Adverse Effect, (i) the operation of the business of DENTSPLY and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is DENTSPLY or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on DENTSPLY or its Subsidiaries), and (ii) to the Knowledge of DENTSPLY, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of DENTSPLY, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a DENTSPLY Material Adverse Effect. Since June 30, and none 2012, neither DENTSPLY nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of DENTSPLY, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeDENTSPLY Material Adverse Effect.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, exemptions, marks, notifications, orders, permits and other authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are authorities necessary to own or lease its properties and to conduct its business in the manner businesses as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus (and any documents incorporated by reference thereincollectively, “Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits the failure of which to obtain would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none is in compliance with the terms and conditions of all such Permits; all of such Permits contains held by the Company and each of its Subsidiaries are valid and in full force and effect; there is no pending or, to its knowledge, threatened action, suit, claim or proceeding which may cause any restriction such Permit to be limited, revoked, cancelled, suspended, modified or not renewed, except for such limitations, revocations, cancellations, suspensions, modifications or non-renewals that is materially burdensome would not reasonably be expected to result in a Material Adverse Effect; and the Company and each of its Subsidiaries has not received any notice of proceedings relating to the Partnership Entitieslimitation, taken as revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a wholeMaterial Adverse Effect, whether or not arising from transactions in the ordinary course of business and has no reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

Permits. Each of the Partnership Entities Entities, Bison, Great Lakes, GTN, NBPC, North Baja and ShipManagement Tuscarora has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if permits the failure of which to have obtained would not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, reasonably be expected a material adverse effect upon the ability of the Partnership Entities, Bison, Great Lakes, GTN, NBPC, North Baja or Tuscarora to have a Material Adverse Effect; except conduct their businesses in all material respects as set forth in currently conducted and as contemplated by the Registration Statement, the General Pricing Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein), to be conducted; each of the Partnership Entities and ShipManagement hasEntities, Bison, Great Lakes, GTN, NBPC, North Baja or at each Date of Delivery will have, Tuscarora has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date permits and no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure failures to fulfill or perform any material obligations, any non-renewals, non-issuesperform, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect, and none material adverse effect upon the ability of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken Bison, Great Lakes, GTN, NBPC, North Baja or Tuscarora to conduct their businesses in all material respects as a wholecurrently conducted and as contemplated by the Pricing Disclosure Package and the Final Prospectus to be conducted, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Final Prospectus.

Permits. Each of Except as disclosed in the Partnership Entities Disclosure Documents, the Company and ShipManagement has or operates pursuant toits Subsidiaries have made all filings, or at the Closing Time applications and each Date of Delivery will have or will operate pursuant tosubmissions required by, such permitsand possesses and is operating in compliance with, Consents (as defined above)all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (including, without limitation, the United States Food and Drug Administration (the “PermitsFDA”) of), and has the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations and all courts and other tribunalsengaged in the regulation of clinical trials, as are pharmaceuticals, biologics or biohazardous substances or materials) necessary to own for the ownership or lease its of their respective properties and or to conduct its business in the manner businesses as described in the Registration StatementDisclosure Documents (collectively, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein“Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such ConsentsPermits the failure of which to possess, Permits, declarations and filings that, if not obtained obtain or operated pursuant to or made, make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except as set forth where the failure to be in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each compliance would not have a Material Adverse Effect; all of the Partnership Entities Permits are valid and ShipManagement has, or at each Date of Delivery will have, fulfilled in full force and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permiteffect, except for such failure to fulfill or perform where any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notinvalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and none regulations of such Permits contains any restriction that is materially burdensome the FDA, the Company or its applicable Subsidiary has submitted to the Partnership EntitiesFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, taken as a wholewhich, in each case, have not yet been remedied.

Permits. Each (a) Schedule 4.13 sets forth all material Permits held by (i) any of the Partnership Entities Operator Project Companies or their predecessor Affiliates that are required for the ownership and ShipManagement has or operates pursuant to, or at operation of the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business Operator Projects in the manner described in which they are currently owned and operated, except any such Permits relating exclusively to the construction (and not operation) of an Operator Project, (ii) any Coal Participant Project Company or its predecessor Affiliate and, to Sellers’ Knowledge, any Coal Participant Project Operator or its predecessor company that are required for the ownership and operation of the Coal Participant Projects in the Registration Statementmanner in which they are currently owned and operated, except any such Permits relating exclusively to the construction (and not operation) of a Coal Participant Project, (iii) the Retail Company that are required for the ownership and operation of its Business in the manner in which it is currently owned and operated and (iv) any other Acquired Company that are required for the ownership and operation of their respective Businesses in the manner in which they are currently respectively owned and operated, in each case, except any such Permits, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, absence of which would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as . All such Permits (other than those described in clause (ii) of this Section 4.13(a)) and, to Sellers’ Knowledge, the Permits described in clause (ii) of this Section 4.13(a) are in full force and effect. (b) Each Operator Project Company and the Retail Company are in compliance with all Permits set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed on Schedule 4.13 as being held by such date and no event has occurred that would prevent the Permits from being renewed Person or reissued or that allowsits predecessor Affiliate, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of except where any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that compliance would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, and none and, except as set forth on Schedule 4.13, neither any Operator Project Company nor the Retail Company has received any written notification from any Governmental Authority alleging that it is in material violation of any such Permits. (c) Each Coal Participant Project Company and, to Sellers’ Knowledge, each Coal Participant Project Operator are in compliance with all Permits contains set forth on Schedule 4.13 as being held by such Person or its predecessor, except where any restriction such non-compliance would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, and, except as set forth on Schedule 4.13, neither any Coal Participant Project Company nor, to Sellers’ Knowledge, any Coal Participant Project Operator has received any written notification from any Governmental Authority alleging that it is materially burdensome to the Partnership Entities, taken as a wholein material violation of any such Permits.

Permits. Each of Except as set forth in Schedule 3.12(b), the Partnership Acquired Company Entities have obtained, and ShipManagement has or operates pursuant toat all time since January 1, or at the Closing Time and each Date of Delivery will 2015 have or will operate pursuant toheld, such permits, Consents (as defined above)all certificates, licenses, franchisespermits, concessionsregistrations, certificates authorizations and authorizations approvals made or issued pursuant to or under, or required by, Laws (“Permits”) ofnecessary to own, occupy and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsuse, as are necessary to own or lease its properties applicable, their respective assets and to conduct its business in operate their respective businesses, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject failure to have such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have adversely affect in any material respects the operation of the Acquired Company Entities as presently conducted or proposed to be conducted (each a “Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinPermit”), and (i) each such Material Permit is valid and in full force and effect, (ii) the Acquired Company Entities are in compliance with the terms and requirements of each such Material Permit, except where the failure to be in compliance would not reasonably be expected to adversely affect in any material respects the operation of the Partnership Acquired Company Entities as currently conducted or proposed to be conducted, and ShipManagement has(iii) no Acquired Company Entity has received, at any time since January 1, 2015, any written notice from any Governmental Authority regarding any violation of or failure to comply with any term or requirement of any Material Permit, which violation or failure to comply would reasonably be expected to be material to the Acquired Company Entities, taken as a whole. There is no, and since January 1, 2015 there has been no, revocation, withdrawal, suspension, cancellation, termination of, modification to or nonrenewal of any Material Permit pending, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment Knowledge of the rights of the holder of any such PermitAcquired Companies, threatened, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments withdrawals, suspensions, cancellations, terminations, modifications or nonrenewals undertaken by the Acquired Company Entities or that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome be material to the Partnership Acquired Company Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)a) All certificates, licenses, franchisespermits, concessions, certificates authorizations and authorizations approvals (“Permits”) issued or granted to the Company or a Company Subsidiary are validly held by the Company or a Company Subsidiary, other than Permits which are ministerial in nature and as to which the Company has no reason to believe would not be issued in due course and which the failure of the Company to possess would not subject the Company or any Company Subsidiary to material taxes or penalties, and the Company or the applicable Company Subsidiary is in material compliance, and since January 1, 2009 has complied, in all material respects with all terms and conditions thereof. Since January 1, 2009, neither the Company nor any Company Subsidiary has received notice of any Proceeding relating to (i) any violation of, and has or will have made all applicable declarations and filings failure to comply with, all Federalany material term or requirement of any such Permit or (ii) any revocation, provincialwithdrawal, statesuspension, local cancellation, termination, nonrenewal or foreign governmental material modification of any such Permit. To the Knowledge of the Company, no event has occurred since January 1, 2009 and no circumstance exists that (with or regulatory authoritieswithout notice or lapse of time, all self-regulatory organizations and all courts and other tribunalsor both) (i) constitute or would reasonably be expected to result in a material violation of, as are necessary or a failure to own comply with, any term or lease its properties and requirement of any such Permit or (ii) would reasonably be expected to conduct its business result in the manner described in revocation, withdrawal, suspension, cancellation, termination, nonrenewal or material modification of any such Permit. All applications required to have been filed for the Registration Statement, renewal of each such Permit have been duly filed on a timely basis with the General Disclosure Package appropriate Governmental Entity except where such failure to timely file such applications has not had and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations other Filings required to have been made with respect to each such applicable Permits which are or will be due to Permit have been fulfilled duly made on a timely basis with the appropriate Governmental Entity except where such failures to timely make such Filings has not had and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. Subject to the satisfaction of the conditions set forth in Sections 7.02(f) and 7.02(h), and none of such Permits contains will be subject to revocation, withdrawal, suspension, termination, nonrenewal or modification as a result of the execution and delivery hereof or any restriction Ancillary Agreement or the consummation of the Transactions. (b) The Company and the Company Subsidiaries possess all material Permits to own or hold under lease and operate their respective assets and to conduct the business of the Company and the Company Subsidiaries as currently conducted. (c) The business of the Company and the Company Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any Company Subsidiary to obtain a license from the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), 1974 or other legislation regulating the development, commercialization or export of technology. To the extent that is materially burdensome any license under the foregoing legislation has been granted to the Partnership EntitiesCompany or any of the Company Subsidiaries, taken as a wholetrue and correct copy of such license has been made available to Parent and the Company and the applicable Company Subsidiary is in compliance, in all material respects, with the terms and conditions of such license and has duly fulfilled, in all material respects, all the undertakings required thereby.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will The Company shall have or will operate pursuant to, such permits, Consents certified (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsand, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration StatementConstruction Consultant's certificate related to the requested Advance, the General Disclosure Package and Construction Consultant shall not have become aware of any inaccuracies in the Prospectus Company's certification) that: (and a) Other than exceptions to any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits described in Exhibit M as required as of the date this representation is deemed made, or at (ii) all such Permits are in full force and effect and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made, (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected that are burdensome to have a Material Adverse Effectany of the Loan Parties, or to the operation of the business of any such Loan Party or any property owned, leased or otherwise operated by such Person, (v) the Company has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit, and none (vi) each of the Loan Parties reasonably believes that each such Permit will be timely renewed and complied with, without undue expense or delay; (b) with respect to any of the Permits contains any restriction described in Exhibit M as not yet required to be obtained (other than the gaming license), (i) each such Permit is of a type that is materially burdensome routinely granted on application and compliance with the conditions for issuance and (ii) no facts or circumstances exist which indicate that any such Permit will not be timely obtainable without undue expense or delay by the Company or the applicable Person, respectively, prior to the Partnership Entities, taken as a wholetime that it becomes required; and (c) the Buy-Sell Agreement is in full force and effect.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sarg and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, xxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local maintain such Permit individually or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statementaggregate, the General Disclosure Package has not had and the Prospectus (and any documents incorporated by reference therein)would not reasonably be expected to have, subject a Sarg Material Adverse Effect. Except as would not reasonably be expected to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Sarg Material Adverse Effect; , (i) the operation of the business of Sarg and its Subsidiaries as currently conducted is not, and has not been since January 1, 2015, in violation of, nor is Sarg or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as set forth in the Registration Statement, the General Disclosure Package has been remedied and the Prospectus (and any documents incorporated by reference thereinimposes no continuing obligations or costs on Sarg or its Subsidiaries), each and (ii) to the Knowledge of the Partnership Entities and ShipManagement hasSarg, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sarg, threatened, that seek the revocation, cancellation or modification of any Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sarg Material Adverse Effect. Since January 1, and none 2015, neither Sarg nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sarg, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSarg Material Adverse Effect.

Permits. Each (a) The Company and its Subsidiaries hold all Company Permits that are required for the conduct of the Partnership Entities businesses of the Company and ShipManagement has or operates pursuant tothe Subsidiaries as currently being conducted, or at each as amended through the Closing Time and each Date date hereof. To the Knowledge of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration StatementCompany, the General Disclosure Package respective officers, directors and employees of each of the Company and its Subsidiaries hold all material Company Permits that are required for the conduct of the businesses of the Company and the Prospectus (and any documents incorporated by reference therein)Subsidiaries as currently being conducted, subject to each as amended through the date hereof, other than such qualifications as may Miscellaneous Permits the absence of which would not reasonably be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notexpected, individually or in the aggregate, reasonably be expected aggregate to have a Company Material Adverse Effect; except as set forth . (b) The Regulatory Permits and all Miscellaneous Permits material to the business of the Company are in the Registration Statementfull force and effect and have not been pledged or otherwise encumbered, the General Disclosure Package assigned, suspended, modified, conditioned, or restricted in any material respect, canceled or revoked, and the Prospectus (Company and any documents incorporated by reference therein)each of the Subsidiaries, and, to the Knowledge of the Company, each of their respective officers, directors and employees thereof, have operated, and are operating, in compliance with all terms thereof or any renewals thereof applicable to them, and are in good standing in respect of all such Company Permits. To the Partnership Entities and ShipManagement hasKnowledge of the Company, or at each Date of Delivery will haveno event has occurred, fulfilled and performed all its material obligations nor has any notice been received, with respect to such applicable any of the Company Permits which are allows or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowsresults in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, or termination termination, modification, or the imposition of any condition or restriction, thereof or results or would result in any other material impairment of the rights of the holder of any such Company Permit. (c) Except as disclosed on Schedule 3.14(c) to the Knowledge of the Company, no Governmental Authority, FINRA or self-regulatory organization has initiated any proceeding, investigation, or examination into the business or operations of the Company or any Subsidiary, or any officer, director or employee thereof, or has instituted any proceeding seeking to revoke, cancel or limit any Company Permit, except for such failure and neither the Company or any Subsidiary, nor any officer, director or employee thereof has received any notice of any unresolved material violation or exception by any Governmental Authority, FINRA or self-regulatory organization with respect to fulfill any report or perform statement relating to any examination of the Company or any Subsidiary. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any of their respective officers, directors, or employees or persons performing similar duties has been enjoined, indicted, convicted or made the subject of a disciplinary proceeding, censure, consent decree, cease and desist or administrative order on account of any violation of the Exchange Act, the Commodity Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, state securities law or applicable foreign law or regulation. (d) Except as disclosed on Schedule 3.14(d) neither the Company or any Subsidiary, nor, to the Knowledge of the Company, any officer, director or employee thereof is a party or subject to any agreement, consent, decree or order or other understanding or arrangement with, or any directive of any Government Authority, FINRA or self-regulatory organization which imposes any material obligations, restrictions on or otherwise adversely affects in any non-renewals, non-issues, revocations, terminations material way the conduct of any of the business of the Company and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeits Subsidiaries.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (i) Except as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary would not reasonably be expected to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, a Parent Material Adverse Effect: (A) the Permits held by Parent and its Subsidiaries or applicable to the Parent Properties are valid, in full force and effect, and necessary to conduct the business presently conducted by Parent and its Subsidiaries and to operate the Parent Properties, materially in accordance with applicable Health Care Laws, and substantially in the manner described in the Parent SEC Documents filed prior to the date hereof, (B) all applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Entities and (C) neither Parent nor any of its Subsidiaries has received any claim or notice indicating that Parent, any of its Subsidiaries or any of the Parent Properties (or the tenant or operator thereof) is currently not in compliance with the terms of any such Permits, and to the knowledge of Parent no such noncompliance exists. (ii) Except as would not reasonably be expected to have a Parent Material Adverse Effect; except as set forth in , (A) Parent and its Subsidiaries are, and, to the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)knowledge of Parent, each of Parent Operator is, in compliance with all applicable Health Care Laws relating to the Partnership Entities ownership and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder operation of any such PermitParent Properties, except for such (B) neither Parent nor its Subsidiaries or, to the knowledge of Parent, any Parent Operator, has received any written notice from any Governmental Entity alleging any violation of any applicable Health Care Law relating to the ownership and operation of any Parent Properties, and (C) to the knowledge of Parent, no Legal Proceeding or Order by any Governmental Entity or arbitrator exists or is pending against the Parent Properties or any Parent Operator, alleging any failure to fulfill or perform comply with Health Care Laws relating to the ownership and operation of any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that Parent Properties. (iii) Except as would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect, and none each Subsidiary of such Permits contains any restriction Parent that is materially burdensome required to the Partnership Entities, taken as a wholebe certified for participation in and reimbursement under any material Third Party Payor program is so certified and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2017, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. (b) The business of such Permits contains the Company and the Company’s Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any restriction that is materially burdensome of its Subsidiaries’ to obtain a license from the Partnership EntitiesIsraeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), taken 1974 or other legislation regulating the development, commercialization or export of technology. (c) To the Company’s Knowledge, the Company meets in all material respects the eligibility criteria for the issuance of a new business license (‘Rishion Esek’), as a wholecontemplated under Regulation 31 and 32(b) of the Israeli Business Licensing Regulations (General Provisions) – 2000.

Permits. Each Seller has all material Permits required for it to own, lease and operate the Assets and for the conduct and operation of the Partnership Entities Business as currently conducted and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, operated by such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofSeller, and has or will have made all applicable declarations such Permits are valid and filings within full force and effect. Each Seller is in compliance in all material respects with all such Permits and has, within the last (3) years, been in compliance in all Federalmaterial respects with such Permits, provincialexcept, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsin each case, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in (a) impair or delay the Registration Statementtransactions contemplated by this Agreement, (b) adversely impact the General Disclosure Package and ownership or use of, or run with, follow or encumber, any Station Property or Asset following the Prospectus Closing or (and any documents incorporated by reference therein), each c) adversely affect Buyers’ ownership or operation of the Partnership Entities and ShipManagement hasBusiness or Assets following the Closing. Sellers have not received any written, or at each Date to the Knowledge of Delivery will haveSellers oral, fulfilled (i) currently outstanding and performed all its unremedied or uncured notice of suspension, cancellation, adverse modification, revocation, nonrenewal or termination relating to any of such Permits or (ii) notice, order, complaint or other communication claiming the existence of any material obligations with respect violation under any of such Permits, which material violation has not been cured or otherwise remedied, and to such applicable Permits which are or will be due to have been fulfilled and performed by such date and the Knowledge of Sellers no other event has occurred that would prevent the Permits from being renewed that, with or reissued or that allows, or after without notice or lapse of time or both, would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectresult in the revocation, and none suspension, lapse or limitation of any such Permits contains material Permits, except, in each case, as would not reasonably be expected to (A) impair or delay the transactions contemplated by this Agreement, (B) adversely impact the ownership or use of, or run with, follow or encumber, any restriction that Station Property or Asset following the Closing or (C) adversely affect Buyers’ ownership or operation of the Business or Assets following the Closing. This Section 3.7 does not relate to Tax matters (which is materially burdensome to the Partnership Entities, taken as a wholesubject of Section 3.4) or environmental matters (which is the subject of Section 3.8).

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time (a) The Company and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such permits, Consents (as defined above), all required governmental licenses, franchises, concessionspermits, certificates certificates, consents, orders, approvals and authorizations (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations maintain any such Permit, individually and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are (and since December 29, 2008 have been) in compliance with the terms of all Permits, except where non-compliance does not or would not reasonably be expected to have a Company Material Adverse Effect. Since December 29, 2008, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity was considering the amendment, termination, revocation or cancellation of any Permit, except any such amendments, terminations, revocations or cancellations that, individually and in the Registration Statementaggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect. The consummation of the Transactions by the Company, in and of themselves, will not cause the revocation or cancellation of any Permit that is not a Liquor License, except any such revocations and cancellations that, individually and in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Section 3.12(b) of the Company Disclosure Schedule sets forth a list as of the date of the Prior Agreement of all liquor licenses (including beer and wine licenses) held or used by the Company and its Subsidiaries (collectively, the General Disclosure Package “Liquor Licenses”) in connection with the operation of each restaurant operated by the Company or any of its Subsidiaries, along with the name and street, city and state address of each such restaurant, and the Prospectus expiration date of each such Liquor License. (c) As of the date of the Prior Agreement, except as has not had and any documents incorporated by reference therein), subject would not reasonably be expected to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave a Company Material Adverse Effect, individually or in the aggregate: (i) to the extent required by applicable Law, each restaurant currently operated by the Company or any of its Subsidiaries possessed a Liquor License; (ii) each Liquor License was in full force and effect and was adequate for the current conduct of the operations at the restaurant for which it is issued; (iii) neither the Company nor any of its Subsidiaries had received any written notice of any pending or threatened modification, suspension, or cancellation of a Liquor License or any proceeding related thereto; (iv) since December 29, 2008, there had been no Proceedings relating to any of the Liquor Licenses; and (v) there were no pending disciplinary actions, unresolved citations, unsatisfied penalties, or past disciplinary actions relating to Liquor Licenses that would reasonably be expected to have a Material Adverse Effect; except as set forth in any impact on any restaurant or the Registration Statement, the General Disclosure Package and the Prospectus (and ability to maintain or renew any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeLiquor License.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time (a) The Company and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such permits, Consents (as defined above), all required governmental licenses, franchises, concessionspermits, certificates certificates, consents, orders, approvals and authorizations (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and maintain any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations individually and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, do not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are (and since December 28, 2008 have been) in compliance with the terms of all Permits, except where non-compliance does not or would not reasonably be expected to have a Company Material Adverse Effect; except as set forth in . Since December 28, 2008, neither the Registration StatementCompany nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority was considering the amendment, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allowtermination, revocation or termination thereof or results or would result in any impairment of the rights of the holder cancellation of any such Permit, except for any such failure to fulfill amendments, terminations, revocations or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcancellations that, individually or and in the aggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect. The consummation of the Merger and the other Transactions, in and none of themselves, will not cause the revocation or cancellation of any Permits, except any such Permits contains any restriction that is materially burdensome revocations and cancellations that, individually and in the aggregate, are not and would not reasonably be expected to be material to the Partnership EntitiesCompany and its Subsidiaries, taken as a whole. (b) Section 3.12(b) of the Company Disclosure Schedule sets forth a list as of the date hereof of all liquor licenses (including beer and wine licenses) held or used by the Company and its Subsidiaries (collectively, the “Liquor Licenses”) in connection with the operation of each restaurant operated by the Company or any of its Subsidiaries, along with the name and store number of each such restaurant, and the expiration date of each such Liquor License. (c) As of the date hereof: (i) to the extent required by applicable Law, each restaurant currently operated by the Company or any Company Subsidiary possesses a Liquor License, except as, individually and in the aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) assuming that each Governmental Entity issuing a Liquor License issued such Liquor License in accordance with its own procedures therefore, each of the Liquor Licenses has been validly issued, is in full force and effect and is adequate for the current conduct of the operations at the restaurant for which it is issued, except as, individually and in the aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (iii) neither the Company nor any Company Subsidiary has received any written notice of any pending or threatened modification, suspension, or cancellation of a Liquor License or any proceeding related thereto, except as, individually and in the aggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect; (iv) since December 28, 2008, there have been no Proceedings relating to any of the Liquor Licenses, except as, individually and in the aggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect; and (v) there are no pending disciplinary actions, unresolved citations, unsatisfied penalties, or past disciplinary actions relating to Liquor Licenses that would reasonably be expected to have any impact on any restaurant or the ability to maintain or renew any Liquor License, except as, individually and in the aggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2013, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and none except as set forth in ‎Section 3.19‎(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits contains Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. (b) The business of the Company and the Company’s Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any restriction that is materially burdensome of its Subsidiaries’ to obtain a license from the Partnership EntitiesIsraeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), taken as a whole1974 or other legislation regulating the development, commercialization or export of technology.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (i) Except as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary would not reasonably be expected to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect, (A) the permits, licenses, approvals, variances, exemptions, orders, franchises, certifications and authorizations from Governmental Entities and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy (collectively, “Permits”) held by the Company and its Subsidiaries or applicable to the Company Properties are valid, in full force and effect, and necessary to conduct the business presently conducted by the Company and its Subsidiaries and to operate the Company Properties, materially in accordance with applicable Health Care Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof, (B) all applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to be made on a timely basis with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Entities, and (C) neither the Company nor any of its Subsidiaries has received any claim or notice indicating that the Company, any of its Subsidiaries or any of the Company Properties (or the tenant or operator thereof) is currently not in compliance with the terms of any such Permits, and to the knowledge of the Company no such noncompliance exists. (ii) Except as would not reasonably be expected to have a Company Material Adverse Effect; except as set forth in , (A) the Registration StatementCompany and its Subsidiaries are, and, to the General Disclosure Package and knowledge of the Prospectus (and any documents incorporated by reference therein)Company, each Company Operator is, in compliance with all applicable Health Care Laws relating to the ownership and operation of any Company Properties, (B) neither the Company nor its Subsidiaries or, to the knowledge of the Partnership Entities Company, any Company Operator, has received any written notice from any Governmental Entity alleging any violation of any applicable Health Care Law relating to the ownership and ShipManagement hasoperation of any Company Properties, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect (C) to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment knowledge of the rights of Company, no Legal Proceeding or Order by any Governmental Entity or arbitrator exists or is pending against the holder Company Properties or any Company Operator, alleging any failure to comply with Health Care Laws relating to the ownership and operation of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that Company Properties. (iii) Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, and none each Subsidiary of such Permits contains any restriction the Company that is materially burdensome required to the Partnership Entities, taken as a wholebe certified for participation in and reimbursement under any material Third Party Payor program is so certified and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments.

Permits. Each (a) Holdings and each Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . The use being made of each Mortgaged Property is in conformity with the certificate of occupancy issued for such Mortgaged Property, to the extent applicable (except as set forth in to the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of extent any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would could not, either individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, ). All Gaming Permits required to be held by Holdings and none the Subsidiaries are current and in good standing and Holdings and the relevant Subsidiaries presently hold all Gaming Permits necessary for the continued operation of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken each Hotel/Casino Facility as a wholenon-restricted gaming facility.

Permits. Each of the Partnership Entities (a) The Company and ShipManagement has its Subsidiaries possess or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)applied for all certificates, licenses, franchisespermits, concessionsauthorizations and approvals made or issued pursuant to or under, certificates or required by, Laws applicable to any of the Company and authorizations its Subsidiaries (other than Healthcare Permits) (the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or hold under lease its properties and operate their respective assets and to conduct the business of the Company and its business in Subsidiaries as currently conducted, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to absence of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except . Schedule 3.20(a) contains a true, correct and complete list of all material Permits (the “Material Permits”) as of the date hereof with any Governmental Entity, as well as all applicable and material waivers and variances from the Governmental Entity as of the date hereof. (b) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinon Schedule 3.20(b), (i) the Company and each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its Subsidiaries have fulfilled and performed all its material of their respective obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment under each of the rights of the holder of any such PermitMaterial Permits, except for where such failure to fulfill or perform their respective obligations would not have a Company Material Adverse Effect, (ii) neither any material obligationsTrilogy Party nor any of their Subsidiaries has received in the past three (3) years any written notice of cancellation, default, dispute or violation concerning, or has been a party to or subject to any proceeding in the past three (3) years seeking to revoke, suspend or otherwise limit, any non-renewals, non-issues, revocations, terminations and impairments that Permit the loss of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, Effect and (iii) none of such Permits contains the execution of this Agreement or the Other Agreements, the performance hereunder or thereunder or the consummation of the Contemplated Transactions, in each case by the Company or any restriction that is materially burdensome to the Partnership Entitiesof its Subsidiaries, taken as a wholewill adversely affect, in any material respect, any Material Permit.

Permits. Each of the Partnership Entities The Company and ShipManagement has its subsidiaries possess such certificates, approvals, clearances, authorizations or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)and all supplements or amendments thereto, licensesrequired by state, franchises, concessions, certificates and authorizations federal or foreign regulatory agencies or bodies (“PermitsRegulatory Agencies”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner their respective businesses as currently conducted and as described in the Registration Statement, the General Disclosure Package and Pricing Prospectus or the Prospectus (and “Permits”). Neither the Company nor any documents incorporated by reference therein)of its subsidiaries is in violation of, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in default under, any Permit or has received any notice of proceedings relating to the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement hasrevocation or modification of, or at each Date of Delivery will havenon-compliance with, any such Permit. The Company and its subsidiaries have fulfilled and performed all its material of their obligations with respect to such applicable the Permits which are or will be due and, to have been fulfilled the Company’s and performed by such date and its subsidiaries’ knowledge, no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any Permit. All such Permits are in full force and effect. The Company, and to the Company’s knowledge, its subsidiaries have each operated and currently are in compliance in all material respects with all applicable laws, rules, regulations and policies of the Regulatory Agencies. Neither the Company nor any of its subsidiaries has received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any other Regulatory Agency alleging or asserting noncompliance with any applicable laws or any Permit. The Company, except and to the Company’s knowledge, its subsidiaries have submitted all applications, notifications, submissions, information, claims, reports and statistics, filings, and other data and conclusions derived therefrom (collectively, the “Submissions”) to the FDA or other Regulatory Agencies as required for the conduct of their respective businesses as currently conducted, and all such failure Submissions, when submitted to fulfill the FDA or perform other Regulatory Agency were true, complete and correct in all material respects as of the date of submission, and any material obligationsnecessary or required updates, any non-renewalschanges, non-issues, revocations, terminations corrections or modification to such Submissions have been submitted to the FDA or other Regulatory Agency. The claims for the Company’s and impairments that would not, individually or its subsidiaries’ products as disclosed in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Prospectus and the Prospectus comply in all material respects with applicable law, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesare supported by valid and proper research, taken as a wholedesign, testing, analysis and disclosure.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2010, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. (b) The business of such Permits contains the Company and the Company’s Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any restriction that is materially burdensome of its Subsidiaries’ to obtain a license from the Partnership EntitiesIsraeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), taken as a whole1974 or other legislation regulating the development, commercialization or export of technology.

Permits. Each of the Partnership Teekay Entities has, and ShipManagement has or operates pursuant to, or at upon the Closing Time and consummation of the transactions contemplated by the Purchase Agreement each Date of Delivery the Acquired Subsidiaries will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or has, and upon the consummation of the transactions contemplated by the Purchase Agreement each of the Acquired Subsidiaries will have have, made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at and upon the consummation of the transactions contemplated by the Purchase Agreement each Date of Delivery the Acquired Subsidiaries will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities The Company and ShipManagement has or operates pursuant toits subsidiaries hold, or at the Closing Time and each Date of Delivery will have or will operate pursuant toare operating in material compliance with, all such material permits, Consents (as defined above), licenses, franchises, concessionsregistrations, certificates exemptions, approvals, authorizations and authorizations clearances of the United Stated Food and Drug Administration (“FDA”) and other governmental authorities required for the conduct of its businesses as currently conducted (collectively, the “Permits”) of), and has or will all such Permits are in full force and effect. The Company and its subsidiaries have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due the Permits, and, to have been fulfilled and performed by such date and the Company’s knowledge, no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any Permit. To the Company’s knowledge, all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for any and all requests for a Permit from the FDA or other governmental authority relating to the Company and its subsidiaries, its businesses and the products of the Company and its subsidiaries, when submitted to the FDA or other governmental authority, were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such Permitapplications, except for such failure submissions, information and data have been submitted to fulfill the FDA or perform other governmental authority. The Company and its subsidiaries have operated and currently are in compliance in all material respects with applicable statutes and implementing regulations administered or enforced by the FDA, DEA, or any material obligationsother federal, any non-renewalsstate, non-issueslocal, revocations, terminations and impairments that would not, individually or foreign governmental authority. Except as described in the aggregate, Prospectus or as would not reasonably be expected to result in a material liability to the Company or any of its subsidiaries, the Company and its subsidiaries have a Material Adverse Effectnot received any notification, correspondence or any other written or oral communication, including notification of any pending or, to the Company’s knowledge, threatened claim, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority, including, without limitation, the FDA or DEA, of potential or actual non-compliance by, or liability of, the Company or any of its subsidiaries under any Permits. To the Company’s knowledge, there are no facts or circumstances that would reasonably be expected to give rise to liability of the Company or any of its subsidiaries under any Permits. The Company and none its subsidiaries have not received notice of any revocation or modification of any such Permits contains or has any restriction reason to believe that is materially burdensome to any such Permits will not be renewed in the Partnership Entities, taken as a wholeordinary course.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statement, the General Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such Permits counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent registered public accounting firm of the Company, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel's attention that lead such counsel to believe that: (A) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (C) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any restriction that is materially burdensome material fact necessary to make the Partnership Entitiesstatements therein, taken as a whole.in the light of the circumstances under which they were made, not misleading;

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Schedule 3,13 sets forth all material certificates, licenses, franchisespermits, concessions, certificates authorizations and authorizations approvals (“Permits”) of, and has issued or will have made all applicable declarations and filings with, all Federal, provincial, state, local granted to the Companies or foreign governmental a Company Subsidiary. All Permits set forth or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary required to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in Schedule 3.13, including those required for servicing of the Registration StatementFinance Contracts, are validly held by the Companies or a Company Subsidiary, and the applicable Company or Company Subsidiary is in compliance, and since January 1, 2015 has complied, in all material respects with all terms and conditions thereof. Since January 1, 2015, none of Sellers, the General Disclosure Package Companies and the Prospectus Company Subsidiaries has received written notice of any Proceeding relating to (i) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit. No event has occurred since January 1, 2015 and, to the Knowledge of Sellers and any documents incorporated by reference thereinthe Companies, no circumstance exists that (with or without notice or lapse of time, or both) and except for such Consents, Permits, declarations and filings that, if not obtained (i) constitute or operated pursuant to or made, would not, individually or in the aggregate, could reasonably be expected to have result, directly or indirectly, in a Material Adverse Effect; except as set forth violation of, or a failure to comply with, any term or requirement of any such Permit or (ii) could reasonably be expected to result, directly or indirectly, in the Registration Statementrevocation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)withdrawal, each of the Partnership Entities and ShipManagement hassuspension, cancellation, termination, nonrenewal or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder modification of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected . All applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Entity, and none all other Filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Entity. None of such Permits contains any restriction that is materially burdensome will be subject to the Partnership Entitiesrevocation, taken withdrawal, suspension, termination, nonrenewal or modification as a wholeresult of the execution and delivery hereof or any Ancillary Agreement or the consummation of the Transactions. The Companies and the Company Subsidiaries possess all material Permits to own or hold under lease and operate their respective assets and to conduct the business of the Companies and the Company Subsidiaries as currently conducted, including those required for servicing of the Finance Contracts.

Permits. Each of the Partnership Entities (a) The Company holds and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)is in compliance with all material certificates, licenses, franchisespermits, concessions, certificates authorizations and authorizations approvals (“Permits”) ofrequired under any Laws for the conduct of the Business as currently conducted by the Company, and since April 24, 2016, neither Seller or the Company has received written notice of any Proceedings relating to the revocation or will have made all applicable declarations and filings withmodification of any such Permits, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentsinstances of noncompliance, Permits, declarations and filings that, if not obtained revocation or operated pursuant to or made, would not, modification that individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect; except as set forth . (b) The Company and its directors, officers, employees and stockholders have and will have in force and effect at the Registration StatementEffective Time all material Governmental Approvals, including all Gaming Approvals and other authorizations under Gaming Laws (other than the General Disclosure Package and the Prospectus (Closing Gaming Approvals and any documents incorporated other permits or Governmental Approvals required of Buyer and its Affiliates) necessary for it to acquire, own, lease or operate its assets and properties and to carry on the Business as now conducted by reference therein)the Company, each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are is (or will be due to have been fulfilled be) in force and performed by such date effect, and no event there has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allowno default, revocation or termination thereof or results or would result in any impairment of the rights of the holder of suspension under any such PermitGovernmental Approvals, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that which would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (c) The Company has not: (i) ever applied for a casino, racing or other Gaming Approval in any state or other jurisdiction and been denied; (ii) experienced any revocation or failure to renew any Gaming Approval; or (iii) withdrawn or not applied for any Gaming Approval or renewal after being informed orally or in writing by any Governmental Entity that the Company would be denied such a license or renewal if it were applied for. (d) Seller has made available to Buyer copies of all material correspondence between the Gaming Authorities, on the one hand, and none Seller (with respect to the Company) or the Company, on the other hand, from April 24, 2016 until the date hereof relating to the compliance by the Company with the rules and regulations of such Permits contains any restriction that is materially burdensome Gaming Authorities and the terms of their respective Gaming Approvals in Seller’s or the Company’s possession. Except as disclosed in such correspondence and such applications, to the Partnership EntitiesKnowledge of the Company, taken as there are no facts or circumstances relating to the conduct of the Company, or any director, officer or employee of the Company, that would reasonably be expected to cause a wholeGaming Authority to revoke, suspend or fail to renew a Gaming Approval. (e) None of Seller (with respect to the Company), the Company or any of their respective directors or officers or the General Manager of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity since April 24, 2016, under, or relating to, any violation or possible violation of any Gaming Laws by the Company that did or would reasonably be expected to result in fines or penalties of $75,000 or more or the revocation or suspension of any Gaming Approval. (f) Notwithstanding anything contained in this Section 4.10, the representations contained in this Section 4.10 do not concern environmental matters, which are the subject of specific representations in Section 4.17.

Permits. Each of the Partnership Copano Entities has, and ShipManagement has or operates pursuant to, or at the Closing Time Date and each Date of Delivery any Option Closing Date, will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) therein and except for such Consents, Permits, declarations and filings thatpermits which, if not obtained or operated pursuant obtained, could not reasonably be expected to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Copano Entities and ShipManagement has, or and at each the Closing Date of Delivery and any Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of such Permits contains permits contains, or at the Closing Date and any Option Closing Date will contain, any restriction that is materially burdensome to the Partnership Entities, taken Copano Entities considered as a whole.

Permits. Each Seller and the Facility have all certificates of the Partnership Entities need, and ShipManagement has or operates pursuant tomaterial licenses, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents approvals and other governmental authorizations and waivers (as defined above)collectively, licenses, franchises, concessions, certificates and authorizations (the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and for the operation of the Facility as a skilled nursing facility as currently conducted (other tribunals, as are necessary than any such items that the failure to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if possess would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth Effect on the operations of the Facility (the “Material Permits”). All of the Material Permits are, in full force and effect and Seller has not, within the Registration Statementlast three years, received any written notice that any of the Material Permits may have been rescinded, revoked, terminated, suspended or not be renewed. Subject to regulatory and other approvals, the General Disclosure Package Facility licenses are and shall, on the Prospectus (Closing Date, be unrestricted, unconditional, in good standing and in full force and effect and subject to no waivers or limitations. Seller has not, within the last three years, received any documents incorporated by reference therein), each written notice from any Governmental Authority of any pending or threatened enforcement actions against the Partnership Entities and ShipManagement hasFacility, or at each Date requiring the correction of Delivery will have, fulfilled and performed all its material obligations any condition with respect to such applicable Permits a Material Permit which are or will be due has not been the subject of a plan of correction for which compliance has been effected and Seller has no reason to have been fulfilled and performed by such date and no event has occurred believe that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder good standing of any such Permit, except license is in jeopardy. The Facility is currently certified for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or participation in the aggregateMedicaid and Medicare reimbursement programs and such certifications are, in full force and effect and in good standing and subject to no restrictions or limitations. There are no pending actions or claims or, to the best of, to Seller’s Knowledge, no pending or threatened actions or claims, which, if adversely determined, would reasonably be expected to have a Material Adverse Effectmaterially and adversely affect either the material operating license or certification of the Facility, and none for which a plan of such correction was not timely filed. There are no outstanding civil monetary penalties or other fines levied against the Facility. The material operating license for the Facility and all other material Permits contains any restriction that is materially burdensome are required to operate the Partnership EntitiesBusiness at the Facility are, taken as a wholelisted or copies thereof are attached in Schedule 13(i) hereto.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), a) each of the Partnership Entities Borrower, Capital, the Parent Guarantor and ShipManagement hasthe Parent Guarantor's Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (b) all such Permits are in full force and effect, and each of the Borrower, Capital, the Parent Guarantor and the Parent Guarantor's Subsidiaries has performed and observed all its material obligations with respect to requirements of such applicable Permits which are or will be due to have been fulfilled and performed by such date and Permits, (c) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to the Partnership EntitiesBorrower, taken Capital, the Parent Guarantor or any of the Parent Guarantor's Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each of the Borrower, Capital, the Parent Guarantor and the Parent Guarantor's Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (f) neither the Borrower nor the Parent Guarantor has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (b) No consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of, or enforcement of remedies (including, without limitation, foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents other than (i) consents and approvals of, and Permits issued by, Governmental Authorities required in connection with any foreclosure on the Collateral pursuant to the Security Documents and (ii) such actions as a wholemay be required under the Registration Rights Agreements after the date hereof in connection with any transfer of the Exchange Notes and the Escrowed Warrants.

Permits. Each (a) Section 2.12(a) of the Partnership Entities Disclosure Schedule sets forth all material Permits issued or granted to the Company, including pursuant to any applicable Laws. All Permits set forth or required to be set forth on Section 2.12(a) of the Disclosure Schedule are validly held by the Company, and ShipManagement has or operates pursuant to, or at the Closing Time and each Date Permits set forth on Section 2.12(a) of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofthe Disclosure Schedule are sufficient for the conduct of the Business under any applicable Laws. The Company is in compliance in all material respects, and has complied in all material respects since the Balance Sheet Date, with all terms and conditions of all material Permits held by them. The Company has not received written notice of any Proceeding relating to (i) any actual, alleged, possible or will have made all applicable declarations and filings potential violation of, or failure to comply in any material respect with, all Federalany term or requirement of any such Permit or (ii) any actual, provincialproposed, statepossible or potential revocation, local withdrawal, suspension, cancellation, termination, nonrenewal or foreign governmental modification of any such Permit. No event has occurred and, to the Company’s Knowledge, no circumstance exists that (with or regulatory authoritieswithout notice or lapse of time, all self-regulatory organizations and all courts and other tribunalsor both) (A) constitutes, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have result, directly or indirectly, in, a Material Adverse Effect; except as set forth violation of, or a failure to comply in any material respect with, any term or requirement of any such Permit or (B) would reasonably be expected to result, directly or indirectly, in the Registration Statementrevocation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)withdrawal, each of the Partnership Entities and ShipManagement hassuspension, cancellation, termination, nonrenewal or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder modification of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected . All applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other Filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. None of such Permits contains any restriction that is materially burdensome will be subject to the Partnership Entitiesrevocation, taken withdrawal, suspension, termination, nonrenewal or modification as a wholeresult of the execution and delivery hereof or any Related Agreement or the consummation of the Transactions. (b) The Company possesses all material Permits to own or hold under lease and operate its assets and to conduct the business of the Company as currently conducted and as currently proposed to be conducted.

Permits. Each of the Partnership Entities Holdings, Intermediate Holdings, Acquisition, Xxxxxx and ShipManagement their respective Subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessionsconsents, approvals, orders, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authoritiesauthorities ("permits"), all self-regulatory organizations and all courts and other tribunalsincluding, without limitation, under any applicable Environmental Laws, as are necessary to own or own, lease and operate its respective properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notthose the absence of which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Holdings, Intermediate Holdings, Acquisition, Xxxxxx and ShipManagement has, or at each Date of Delivery will have, their respective Subsidiaries has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date permits and no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of any such Permitpermit, in each case where the same, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; each permit is in full force and effect; each of Holdings, Intermediate Holdings, Acquisition, Xxxxxx and their respective Subsidiaries is operating in compliance with its permits, and there are no proceedings pending or, to Holdings', Intermediate Holdings', Acquisition's or Xxxxxx'x knowledge, threatened against Holdings, Intermediate Holdings, Acquisition, Xxxxxx or any of their respective Subsidiaries that seek to cause any permit of any of them to be revoked, withdrawn, canceled, suspended or not renewed, except for such where the failure of a permit to fulfill be in full force or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that effect or noncompliance with a permit would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each (a) The Transferred Entities hold all Permits necessary for the conduct of the Partnership Entities Business as conducted on the date hereof and ShipManagement has or operates pursuant toduring the twelve (12) month period ended on September 28, or at the Closing Time and each Date of Delivery will have or will operate pursuant to2019, such including authorizations, permits, Consents clearances, licenses and franchises under Healthcare Laws (as defined abovethe “Transferred Company Permits”), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if failures that would not obtained or operated pursuant reasonably be expected to or made, would notbe, individually or in the aggregate, materially adverse to the Business or the Transferred Entities, taken as a whole. Except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notbe, individually or in the aggregate, materially adverse to the Business or the Transferred Entities, taken as a whole, (i) the Transferred Entities are, and for the two (2) years prior to the date hereof have been, in compliance with the terms of the Transferred Company Permits and (ii) each such Transferred Company Permit is valid, subsisting and in full force and effect. Section 3.9 of the Seller Disclosure Schedules lists all of the material Transferred Company Permits and the Transferred Entity holding such permits. (b) Except for matters that would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Business or the Transferred Entities, taken as a whole, since the date that is three (3) years prior to the date hereof, all reports, documents, claims, Permits, adverse event reports, compliance testing and certifications, warning labels, product labels, radiation reports, records, notices, registrations and applications required to be filed, maintained or furnished to the FDA or any other Healthcare Regulatory Authority by the Transferred Entities or by the Sellers on behalf of the Business have a Material Adverse Effectbeen so filed, maintained or furnished, and all such reports, documents, claims, permits, adverse event reports, compliance testing and certifications, warning labels, product labels, radiation reports, records, notices, registrations and applications were complete and accurate on the date filed (or were corrected in or supplemented by a subsequent filing prior to the date hereof). (c) Except as would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Business or the Transferred Entities, taken as a whole, all Business Products are, and for the five (5) years prior to the date hereof have been, designed, developed, manufactured, assembled, packaged, labeled, distributed, sold, and marketed in compliance with all applicable Healthcare Laws, including product approval or clearance, good manufacturing practices, labeling, advertising and promotion, establishment registration and device listing, reporting of recalls and notifications of defects, adverse event reporting, reporting of accidental radiation occurrences, and filing of product reports and annual reports. To the Knowledge of Parent, each third party that is a contract manufacturer, supplier, or contractor for the Parent is, and for the five (5) years prior to the date hereof has been, in compliance with all applicable Healthcare Laws as they relate to the Business Products. Except as would not reasonably be expected to be materially adverse to the Business or the Transferred Entities, taken as a whole, all manufacturing activities for Business Products conducted at any of the manufacturing facilities of the Parent Group are, and for the past five (5) years have been conducted in compliance with all applicable Healthcare Laws. (d) Except as would not reasonably be expected to be materially adverse to the Business or the Transferred Entities, taken as a whole, all labelling for the Business Products, including written, oral, digital, electronic materials and statements, is compliant with the requirements of (i) the Business Products’ Permits and (ii) all applicable Healthcare Laws including Laws, regulations, and guidance regarding false and misleading or deceptive advertising or promotion and disclosure of material connections between advertisers and those engaged to promote products. (e) For the five (5) years prior to the date hereof, except for matters that would not reasonably be expected to be materially adverse to the Business or the Transferred Entities, taken as a whole, none of such Permits contains any restriction that is materially burdensome the Transferred Entities, nor, to the Partnership Knowledge of Parent, any officer or employee of the Transferred Entities, has made an untrue statement of a material fact or a fraudulent statement to the FDA or any other Healthcare Regulatory Authority, failed to disclose a material fact required to be disclosed to the FDA or any other Healthcare Regulatory Authority, or committed an act, made a statement, or failed to make a statement, in each such case, related to the Business, that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the FDA or any other Healthcare Regulatory Authority to invoke any similar policy. (f) For the five (5) years prior to the date hereof, none of the Transferred Entities has initiated, conducted or issued, or caused to be initiated, conducted or issued any recall, field corrective action, market withdrawal or replacement or other verbal or written notice or communication to wholesalers, distributors, retailers, healthcare professionals or patients relating to an alleged lack of safety, efficacy or regulatory compliance of any Business Product or been required to do so, other than notices and actions that, individually or in the aggregate, have not been and are not reasonably likely to be material to the Transferred Entities, taken as a whole. Except for notices that, individually or in the aggregate, have not been and are not reasonably likely to be material to the Transferred Entities, taken as a whole, for the five (5) years prior to the date hereof, none of the Transferred Entities has received any written notice from the FDA or any other Healthcare Regulatory Authority regarding (i) any recall, market withdrawal or replacement of any Business Product, (ii) a change in the marketing status or classification, or a material change in the labelling of any such Business Products, (iii) a negative change in reimbursement status of a Business Product, (iv) a 510(k) rescission letter, (v) any regulatory action by the FDA or any other Healthcare Regulatory Authority against the Transferred Entities or any Business Product, including any notice of adverse findings, any regulatory, untitled or warning letters or any mandatory recalls, (vi) any safety alert with respect to a Business Product or (vii) any search warrant, subpoena, civil investigative demand, or similar written communication. (g) As of the date hereof, none of the Transferred Entities nor any of the Parent Group’s manufacturing facilities that manufacture Business Products are undergoing any FDA inspection or, to the Knowledge of Parent, any other investigation by a Governmental Entity that would be reasonably expected to be materially adverse to the Business or the Transferred Entities, taken as a whole.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth Effect (or, in the Registration Statementcase of Environmental Permits, result in the payment of a Material Environmental Amount): (i) each of Holdings, the General Disclosure Package Borrower and the Prospectus (Borrower's Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any documents incorporated other property otherwise operated by reference therein)or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each of Holdings, the Partnership Entities Borrower and ShipManagement hasthe Borrower's Subsidiaries has performed and observed all requirements of such Permits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of the Borrower's Subsidiaries, taken as a wholeor to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and the Borrower's Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) none of Parent, Holdings or the Borrower has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) the Prospectus and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement The Company has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement Company has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeCompany.

Permits. Each (a) Schedule 4.15(a) of the Partnership Entities Disclosure Schedule sets forth a correct and ShipManagement has complete list of all material Permits owned, held, possessed or operates pursuant to, or at lawfully used by the Closing Time Company and each Date of Delivery will its Subsidiaries except with respect to any Permits required to be held by any Employee on an individual basis. Such Permits (i) constitute all Permits necessary for the operation by the Company and its Subsidiaries of the Business as currently conducted and (ii) are, and have or will operate pursuant tobeen at all relevant times since the Lookback Date, such permitsin full force and effect and are being complied with, Consents in the case of (as defined abovei) and (ii), licensesexcept for any Permits, franchises, concessions, certificates the failure of which to possess or to be in full force and authorizations (“Permits”) of, and has effect or will have made all applicable declarations and filings to be in compliance with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect on the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries have not been in default or violation of any of the Permits since the Lookback Date, except as set forth would not have a Material Adverse Effect. No proceeding is pending or, to the Knowledge of the Company, threatened, that would reasonably be expected to result in any revocation, suspension or limitation pertaining to any such Permit. The Company and its Subsidiaries have not received any written notice of any cancellation or suspension of any such Permits. The Company and its Subsidiaries are registered, licensed and qualified as a residential mortgage seller/servicer, servicer or issuer, as applicable, in accordance with the rules and regulations of each Agency and in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each states referenced on Schedule 4.15(a) of the Partnership Entities and ShipManagement hasDisclosure Schedule pursuant to the Permits referenced on such Schedule. (b) Since the Lookback Date, neither the Company nor any of its Subsidiaries has received (i) any written notice of any cancellation or suspension of, or at each Date of Delivery will havematerial limitation on, fulfilled and performed all its material obligations with respect to such applicable Permits which are status as an approved issuer, seller/servicer or will be due to have been fulfilled and performed lender, as applicable, by such date and no any Agency or (ii) any written notice indicating that any event has occurred or any circumstance exists that would prevent reasonably be expected to result in the Permits from being renewed Company or reissued or its Subsidiaries not maintaining its MSRs in respect of any Servicing Agreement with any Agency, in the case of (i) and (ii), that allowshas resulted in, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, is reasonably be expected to have a Material Adverse Effect, Effect on the Company and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesits Subsidiaries, taken as a whole.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2015, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. (b) The business of such Permits contains the Company and the Company’s Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any restriction that is materially burdensome of its Subsidiaries’ to obtain a license from the Partnership EntitiesIsraeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), taken as a whole1974 or other legislation regulating the development, commercialization or export of technology.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will its subsidiaries, taken together, have or will operate pursuant to(i) made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionsclearances, certificates consents, exemptions, orders, permits and other authorizations (“Permits”) ofrequired to be issued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authoritiesauthorities (collectively, all self-regulatory organizations "PERMITS") in order for the Company and all courts and other tribunals, as are necessary to own or lease its properties and subsidiaries to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permittheir business, except for such Permits for which the failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that obtain would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and none are in compliance in all material respects with the terms and conditions of all such Permits; all such Permits contains any restriction that held by the Company and its subsidiaries are valid and in full force and effect; there is materially burdensome no pending or, to the Partnership EntitiesCompany's knowledge, threatened action, suit, claim or proceeding that may cause any such Permit to be limited, revoked, cancelled, suspended, modified or not renewed and neither the Company nor its subsidiaries has received any notice of proceedings relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect and (ii) such licenses, franchises, permits, authorizations, approvals and orders of and from governmental and regulatory officials and bodies as are, to the Company's knowledge, reasonably necessary to own or lease and operate the properties and conduct the business of the Company and its subsidiaries, taken as a whole, on the date hereof, except for such licenses, franchises, permits, authorizations, approvals and orders for which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

Permits. Each (a) The Company and the Company Subsidiaries hold and are in compliance with all material Permits (including all Gaming Approvals and other authorizations under Gaming Laws and Liquor Law) required under applicable Law for the conduct of the Partnership Entities and ShipManagement Business as presently conducted. Neither the Company nor any Company Subsidiary has received written notice of any Proceedings relating to the revocation or operates pursuant tomodification of any such Permits, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentsinstances of noncompliance, Permits, declarations and filings that, if revocation or modification that would not obtained or operated pursuant to or made, would not, individually or in the aggregate, aggregate reasonably be expected to have result in a Material Adverse Effect; except as set forth in material loss or expense to the Registration Statement, Company or any Company Subsidiary. (b) Each of the General Disclosure Package Company and the Prospectus Company Subsidiaries and their respective managers, officers, employees and members has and will have in full force and effect at the Effective Time all Governmental Approvals (including all Gaming Approvals and any documents incorporated by reference therein)other authorizations under Gaming Laws and liquor licenses) necessary for it to acquire, own, lease or operate its assets and properties and to carry on the Business as conducted as of the Closing Date, each of the Partnership Entities which is in full force and ShipManagement haseffect, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event there has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allowno default, revocation or termination thereof suspension under any such Governmental Approvals, except for such which would not individually or results in the aggregate reasonably be expected to result in a material loss or expense to the Company or any Company Subsidiary. The Company and each Company Subsidiary have maintained and will maintain reserves for working capital, capital improvements, replacements and/or contingencies to the extent, and in the amounts, required by the Gaming Laws, including the cash reserve requirements thereunder. (c) Neither Seller, the Company, any Company Subsidiary nor any of their respective managers, officers, employees or members, has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Authority during the three (3) year period prior to the Signing Date under, or relating to, any violation or possible violation of any Gaming Laws that did or would result in any impairment fines or penalties. To the Knowledge of Seller, there are no facts that, if known to the Gaming Authorities under the Gaming Laws, would result in the revocation, limitation or suspension of a Gaming Approval of the rights Company, or any of its or Seller’s managers, officers, employees or members. (d) None of the holder Company or any Company Subsidiary, or, to Seller’s Knowledge, any of their respective Representatives has (i) used any funds for unlawful contributions, gifts, entertainment, unlawful expenses related to political activity, rebate, payoff, influence payment, kickback or other payment to obtain favorable treatment for the Company or any Company Subsidiary, (ii) made any unlawful payment to officers or employees of any such PermitGovernmental Authority, except for such failure to fulfill or perform (iii) made any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or payment in the aggregate, reasonably be expected to have a Material Adverse Effect, and none nature of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholecriminal bribery.

Permits. Each SCHEDULE 3.21 hereto sets forth a complete and accurate list of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisescertificates, concessionsapprovals, certificates notices, easements, rights-of-way, qualifications and authorizations issued or granted by Governmental Entities (“Permits”) ofcollectively, and has the "PERMITS"), except for Environmental Permits (which are the subject of SECTION 3.12 hereof), held by the Company or will have made any of its Subsidiaries or, to the Company's knowledge, any of its Joint Ventures. The Permits set forth on SCHEDULE 3.21 are all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are the Permits necessary to own or lease carry on the business of the Company and its properties Subsidiaries and, to the Company's knowledge, its Joint Ventures as presently conducted and to conduct its at each location where such business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except is being conducted. Except as set forth in the Registration StatementCompany SEC Documents, (i) all such Permits are in full force and effect and are validly held by the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each Company or a Subsidiary of the Partnership Entities and ShipManagement hasCompany or, to the knowledge of the Company, a Joint Venture, (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of its Joint Ventures has engaged in any activity which would cause or at each Date permit revocation or suspension of Delivery will haveany such Permit, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no action or proceeding looking to or contemplating the revocation or suspension of any such Permit is pending or, to the Company's knowledge, threatened, (iii) there are no existing defaults or events of default or event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after state of facts which with notice or lapse of time or both would allowconstitute a default by the Company or any of its Subsidiaries or, revocation or termination thereof or results or would result in to the Company's knowledge, any impairment of the rights of the holder of its Joint Ventures under any such Permit, except for such failure to fulfill (iv) the Company has no knowledge of any claimed or perform purported or alleged defaults or state of facts which with notice or lapse of time or both would constitute a default on the part of any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or other party in the aggregateperformance of any obligation to be performed or paid by any other party under any Permit, reasonably be expected to have a Material Adverse Effect, and (v) none of such Permits contains will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, and (vi) neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any of its Joint Ventures has received any written warning, notice, notice of violation or probable violation, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its Subsidiaries or Joint Ventures, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its Subsidiaries or Joint Ventures requires any Permit for the operation of their respective business, as such businesses are currently conducted, that is materially burdensome to the Partnership Entities, taken as a wholenot currently held by it.

Permits. Each of the Partnership Entities and ShipManagement has Chindex Contributed Companies possesses all material Permits from all Governmental Authorities required or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease lease, as the case may be, and to operate its properties and to conduct carry on its businesses as now conducted. Each of the Chindex Contributed Companies has conducted its business and operations within the business scope permitted by and stated in its applicable Charter Documents or business license. Each of the manner described Chindex Contributed Companies has made all requisite material declarations, filings and registrations with the relevant Governmental Authorities and its operations are in compliance in all material respects with all relevant published and publicly available Law. All of the Registration StatementChindex Contributed Companies’ Permits have been duly secured and are valid, subsisting and in full force and effect and will continue to be in full force and effect immediately after the JV Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder or (y) except for the Chindex Governmental Approvals, the General Disclosure Package and the Prospectus (and consent, approval, or act of, or waiver, authorization, order of or notice to, or any documents incorporated by reference therein)filing or registration with, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each Governmental Authority. Each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Chindex Contributed Companies has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued condition or that allowsstate of facts exists which constitute, or after notice or lapse of time or both would allowconstitute, a breach or default under any such Permit or which allows or, after notice or lapse of time or both, would allow revocation or termination thereof of any such Permit or results or would result in any other material impairment of the rights of the holder of any such Permit; nor (subject to the receipt of the Chindex Governmental Approvals) does the execution, except for delivery or performance of this Agreement constitute such failure to fulfill an event. None of the Chindex Contributed Companies has received notice of nor has knowledge of cancellation, of default or perform of any material obligationsdispute concerning any Permit, or of any non-renewalsevent, non-issues, revocations, terminations and impairments that would not, individually condition or state of facts described in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholepreceding sentence.

Permits. Each (a) The Company and the Company Subsidiary possess all Permits or rights thereto, necessary for the conduct of their respective Businesses substantially as currently conducted, and the Company and the Company Subsidiary have posted and maintained, or arranged for the posting and maintenance, in full force and effect, all surety bonds, reclamation bonds, letters of credit and similar instruments required by such Permits. Schedule 4.11(a) of the Partnership Entities Company Disclosure Schedule sets forth a true, correct, and ShipManagement has complete list, as of the date of this Agreement, of all of the Company’s and the Company Subsidiary’s Permits, and any pending Permits for which applications have been submitted to any Governmental Authority (including revisions or operates pursuant modifications of existing Permits), including, but not limited to, any Permits issued or at the Closing Time and each Date of Delivery will have or will operate required pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofto any Environmental Laws, and has such schedule includes the name of the Governmental Authority or will have made all applicable declarations entity issuing such Permit. All such Permits which are not noted as pending, are valid and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations in full force and all courts effect; and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in on Schedule 4.11(a) of the Registration StatementCompany Disclosure Schedule, the General Disclosure Package Company and the Prospectus (Company Subsidiary have not violated, and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement hasare not in violation of, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to in default under any such applicable Permits which are or will be due to have been fulfilled and performed by such date Permit; and no event has occurred condition exists that would prevent the Permits from being renewed or reissued or that allows, or after with notice or lapse of time or both would allow, revocation constitute a violation of or termination thereof or results or would result in any impairment of the rights of the holder of any default under such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPermits, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitieswill be terminated or impaired or become terminable, taken in whole or in part, as a wholeresult of the transactions contemplated by this Agreement. All applications required to have been filed for the renewal of any Permits required for the conduct of the Business have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Authorities. None of the Company nor the Company Subsidiary has reasonable cause to expect any action or challenge to revoke or terminate any of its Permits, or to deny any pending Permit application. The information set forth in each application and all other written material submitted by the Company and each Company Subsidiary to any Governmental Authority in connection with each Permit set forth in Schedule 4.11(a) of the Company Disclosure Schedule was materially accurate and complete and did not omit to state any material fact necessary to make such information not misleading. (b) Neither the Company nor the Company Subsidiary, nor any Person “owned or controlled” by the Company or the Company Subsidiary or any Person “owning or controlling” the Company or the Company Subsidiary, has been notified by any Governmental Authority administering SMCRA, or any comparable state law, and has no reason to expect to receive any notification, that such party is currently (i) ineligible to receive additional surface mining Permits, (i.e., “permit-blocked”), (ii) under investigation to determine whether its eligibility to receive such Permits should be revoked, or (iii) listed on the Applicant Violator System. As used in this Section 4.11(b), “owned or controlled” shall be defined as set forth in 30 C.F.R. Section 773.5. (c) Schedule 4.11(c) of the Company Disclosure Schedule sets forth a true, complete and accurate list of all assets, bonds (including surety bonds and reclamation bonds), letters of credit or other collateral pledged by the Company to any Governmental Authority as a requirement to obtaining the Permits listed in Schedule 4.11(a) of the Company Disclosure Schedule and lists all bonding agreements related to such collateral (collectively, the “Bonds”). Except as listed on Schedule 4.11(c) of the Company Disclosure Schedule, such Bonds are all owned by the Company or the Company Subsidiary and shall remain in place following the Closing, except as set forth on Schedule 4.11(c) of the Company Disclosure Schedule. Schedule 4.11(c) of the Company Disclosure Schedule contains a listing of all existing or future mine reclamation liabilities of the Company or the Company Subsidiary pursuant to SMCRA or any comparable state law, including any assets, bonds, letters of credit or other collateral pledged to satisfy such reclamation liability. Such reclamation liabilities shall include, but not be limited to, the cost of any perpetual water treatment required pursuant to SMCRA, any comparable state law, or any other Environmental Law.

Permits. Each of the Partnership Company Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time Date and each Option Closing Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Company Entities and ShipManagement has, or at the Closing Date and each Option Closing Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Company Entities, taken as a whole.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statement, the General Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such Permits counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent registered public accounting firm of the Company, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that: (A) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (C) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any restriction that is materially burdensome material fact necessary to make the Partnership Entitiesstatements therein, taken as a whole.in the light of the circumstances under which they were made, not misleading;

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (Except as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in Section 3.17 (provided, however, that any such matters set forth therein could not, in the Registration Statementjudgment of the Borrower, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinreasonably be expected to have a Material Adverse Effect) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant other than exceptions to or made, would any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement: (i) each of Holdings, the General Disclosure Package Borrower and the Prospectus (Borrower's Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any documents incorporated other property otherwise operated by reference therein)or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of Holdings, the Partnership Entities Borrower and ShipManagement hasthe Borrower's Subsidiaries has performed and observed all requirements of such Permits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of the Borrower's Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and the Borrower's Subsidiaries reasonably believes that the Permits necessary for the operation of its Oil and Gas Business, taken as a whole, will be renewed and complied with and that any additional permits necessary for the operation of its Oil and Gas Business, taken as a whole, will be obtained and complied with. (a) Except as set forth on Schedule 3.22(b) and except for filings and recordings required for the perfection of Liens, no consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of, or enforcement of remedies (including, without limitation, foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents.

Permits. Each of the Partnership Entities Company and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, its Material Subsidiaries holds such permits, Consents (as defined above)licenses, licensespatents, franchises, concessionscertificates of need, certificates authorities and other approvals or authorizations from governmental or regulatory authorities (collectively, the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as which are necessary under applicable law to the conduct of its businesses as presently operated and to own or lease its properties and to conduct its business businesses in the manner described in the Registration StatementProspectus, except where the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject failure to obtain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), ii) each of the Partnership Entities Company and ShipManagement has, or at each Date of Delivery will have, its Material Subsidiaries has fulfilled and performed all of its material obligations with respect necessary to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent maintain the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such PermitPermits, except for such where the failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) there is no past, and none pending or, to the knowledge of the Company or any of its Material Subsidiaries, threatened action, suit, proceeding or investigation that may reasonably be expected to lead to the revocation, termination or suspension of any Permit, except where such revocation, termination or suspension would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Material Subsidiaries has received notice of any revocation or modification of any such Permits contains or has any restriction reason to believe that is materially burdensome any such Permits will not be renewed in the ordinary course, except where such revocation, modification or non-renewal would not reasonably be expected to the Partnership Entities, taken as result in a wholeMaterial Adverse Effect.

Permits. (a) Each Acquired Company and, to the Seller’s Knowledge, each of the Partnership Entities Acquired Companies’ directors, managers, officers, principals, Affiliates and ShipManagement has or operates pursuant toPersons performing management functions similar to officers of an Acquired Company (any such Persons, or at including the Closing Time and each Date of Delivery will have or will operate pursuant toAcquired Companies, such the “Seller Licensing Affiliates”), hold all permits, Consents (as defined above)registrations, findings of suitability, licenses, franchisesvariances, concessionsexemptions, certificates of occupancy, orders and authorizations approvals of all Governmental Authorities (including under the Gaming Laws), necessary to conduct the business and operations conducted by the Acquired Companies, each of which is valid and in full force and effect in all material respects (the “Company Permits”). (b) ofWith respect to the Company Permits held by Seller and the Acquired Companies, and no event has occurred or will have made all applicable declarations and filings withcondition or state of facts exists which permits, all Federalor upon the giving of notice or passage of time, provincialor both, state, local would permit or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary would be reasonably likely to own or lease its properties and to conduct its business in the manner described in the Registration Statementresult in, the General Disclosure Package revocation, non-renewal, modification, suspension, limitation or termination of any Company Permit that currently is in effect. With respect to the Company Permits held by the directors, managers, officers and Persons performing management functions similar to officers of the Prospectus (and Seller or the Acquired Companies, to the Seller’s Knowledge, no event has occurred or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any documents incorporated by reference therein)of such Company Permits that currently are in effect, subject to such qualifications except in each case as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, be reasonably be expected to have materially and adversely affect the Acquired Companies taken as a Material Adverse Effect; except as set forth in whole or materially delay or impede the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each ability of the Partnership Entities parties hereto to consummate the Contemplated Transactions. Seller and ShipManagement haseach Acquired Company and, or at each Date of Delivery will haveto the Seller’s Knowledge, fulfilled its directors, officers, and performed Persons performing management functions similar to officers for an Acquired Company, are in compliance in all its material obligations respects with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment terms of the rights of the holder of any such Permit, applicable Company Permits except for such failure failures to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments comply that would not, individually or in the aggregate, be reasonably likely to be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome material to the Partnership Entities, Acquired Companies taken as a whole. (c) Since January 1, 2017, neither Seller nor any Acquired Company has received any written notice or other written communication from any Governmental Authority or other Person (i) asserting any material violation of, or failure to comply in any material respect with, any requirement of any Law applicable to a Company Permit, (ii) advising that it is being investigated with respect to any allegation that it has violated in any material respect, or failed to comply in any material respect with a Company Permit, or (iii) notifying an Acquired Company of the suspension, denial, non-renewal, revocation or withdrawal of any Company Permit. (d) To Seller’s Knowledge, there is no fact or set of facts, which if known to the Gaming Authorities, will or would reasonably be expected to result in (i) the failure to obtain any Transaction Approval, or (ii) the failure to maintain in good standing any Company Permit (including any finding of suitability, registration or approval).

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the applicable Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration StatementStatements, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statements, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statements, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of The Company and its Subsidiaries have complied and are currently in material compliance with the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”). Neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (i) any actual, alleged, possible or potential violation of, and has or will have made all applicable declarations and filings failure to comply with, all Federalany term or requirement of any such Permit or (ii) any actual, provincialproposed, statepossible or potential revocation, local withdrawal, suspension, cancellation, termination, nonrenewal or foreign governmental modification of any such Permit. To the Company’s Knowledge, no event has occurred and no circumstance exists that (with or regulatory authoritieswithout notice or lapse of time, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus both) (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereini) and except for such Consents, Permits, declarations and filings that, if not obtained constitute or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have result, directly or indirectly, in a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement hasviolation of, or at each Date of Delivery will havea failure to comply with, fulfilled and performed all its material obligations with respect to such applicable Permits which are any term or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder requirement of any such Permit, except for such failure to fulfill Permit or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that (ii) would not, individually or in the aggregate, would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits. All applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. None of such Permits contains any restriction that is materially burdensome will be subject to the Partnership Entitiesrevocation, taken withdrawal, suspension, termination, nonrenewal or modification as a wholeresult of the execution and delivery hereof or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby.

Permits. Each (a) The Company and its Subsidiaries hold all Company Permits that are required for the conduct of the Partnership Entities businesses of the Company and ShipManagement has the Subsidiaries as currently being conducted, each as amended through the date hereof, other than such Miscellaneous Permits the absence of which would not reasonably be expected, individually or operates pursuant toin the aggregate to have a Company Material Adverse Effect. To the Knowledge of the Company, the respective officers, directors, employees and Associated Persons of each of the Company and its Subsidiaries hold all material Company Permits that are required for the conduct of the businesses of the Company and the Subsidiaries as currently being conducted, each as amended through the date hereof, other than such Miscellaneous Permits the absence of which would not reasonably be expected, individually or in the aggregate to have a Company Material Adverse Effect. (b) The Regulatory Permits and all Miscellaneous Permits material to the business of the Company are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified, conditioned, or at restricted in any material respect, canceled or revoked, and the Closing Time Company and each Date of Delivery will the Subsidiaries, and, to the Knowledge of the Company, each of their respective officers, directors, employees and Associated Persons thereof, have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofoperated, and has are operating, in compliance with all terms thereof or will have made any renewals thereof applicable to them, and are in good standing in respect of all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Company Permits, declarations and filings that, if other than Miscellaneous Permits where the failure to so comply or operate or to be in good standing would not obtained or operated pursuant to or made, would notreasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except as set forth in . To the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each Knowledge of the Partnership Entities and ShipManagement hasCompany, or at each Date of Delivery will haveno event has occurred, fulfilled and performed all its material obligations nor has any notice been received, with respect to such applicable any of the Company Permits which are allows or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowsresults in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, or termination termination, modification, or the imposition of any condition or restriction, thereof or results or would result in any other material impairment of the rights of the holder of any such Permit, except for Company Permit other than with respect to Miscellaneous Permits such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that as would notnot be reasonably expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as disclosed on Schedule 3.15(c), to the Knowledge of the Company, no Governmental Authority, FINRA or self-regulatory organization has initiated any material proceeding, investigation, or examination into the business or operations of the Company or any Subsidiary, or any officer, director, employee or Associated Persons thereof, or has instituted any proceeding seeking to revoke, cancel or limit any Company Permit, and none neither the Company or any Subsidiary, nor any officer, director, employee or Associated Person thereof has received any notice of such Permits contains any restriction that is materially burdensome unresolved material violation or exception by any Governmental Authority, FINRA or self-regulatory organization with respect to any report or statement relating to any examination of the Company or any Subsidiary. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary nor, to the Partnership EntitiesKnowledge of the Company, taken any of their respective officers, directors, employees, or Associated Persons or persons performing similar duties has been enjoined, indicted, convicted or made the subject of a disciplinary proceeding, censure, consent decree, cease and desist or administrative order on account of any violation of the Exchange Act, the Commodity Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, state securities law or applicable foreign law or regulation. (d) Except as disclosed on Schedule 3.15(d), neither the Company or any Subsidiary, nor, to the Knowledge of the Company, any officer, director, employee or Associated Person thereof is a wholeparty or subject to any agreement, consent, decree or order or other understanding or arrangement with, or any directive of any Government Authority, FINRA or self-regulatory organization which imposes any material restrictions on or otherwise adversely affects in any material way the conduct of any of the business of the Company and its Subsidiaries.

Permits. Each of Except as disclosed in the Partnership Entities Commission Documents, the Company and ShipManagement has or operates pursuant toits Subsidiaries have made all filings, or at the Closing Time applications and each Date of Delivery will have or will operate pursuant tosubmissions required by, such permitspossesses and is operating in compliance with, Consents (as defined above)all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (“Permits”) ofincluding, and has without limitation, the FDA, the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations and all courts and other tribunalsengaged in the regulation of clinical trials, as are pharmaceuticals, biologics or biohazardous substances or materials) necessary to own for the ownership or lease its of their respective properties and or to conduct its business in the manner businesses as described in the Registration StatementCommission Documents (collectively, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein“Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such ConsentsPermits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, declarations except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and filings thatin full force and effect, if not obtained or operated pursuant to or made, would notexcept where any invalidity, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect; except as set forth in and neither the Registration StatementCompany nor any of its Subsidiaries has received any written notice relating to the limitation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)revocation, each of the Partnership Entities and ShipManagement hascancellation, suspension, modification or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder non-renewal of any such PermitPermit which, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually singly or in the aggregate, reasonably be expected to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and none regulations of such Permits contains any restriction that is materially burdensome the FDA, the Company or the applicable Subsidiary has submitted to the Partnership Entities, taken as a wholeFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits subsidiaries has all requisite corporate power and authority, such permitsand all necessary authorizations, Consents (as defined above)approvals, consents, orders, licenses, franchises, concessions, certificates and authorizations permits of and from all governmental or regulatory bodies (including, without limitation, the United States Food and Drug Administration (the “PermitsFDA”) of), and has the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) or any other person or entity (collectively, the “Permits”), to own, lease and all courts license its assets and other tribunals, as are necessary to own or lease its properties and to conduct its business business, all of which are valid and in full force and effect, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to lack of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package . The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its subsidiaries has fulfilled and performed in all material respects all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder Company thereunder. Neither the Company nor any of its subsidiaries has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such PermitPermit which, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually singly or in the aggregate, reasonably be expected to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and none regulations of such Permits contains any restriction that is materially burdensome the FDA, the Company or the applicable subsidiary has submitted to the Partnership EntitiesFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions. Except as may be required under the Securities Act and state and foreign Blue Sky laws, taken as a wholeno other Permits are required to enter into, deliver and perform this Agreement and to issue and sell the Placement Shares.

Permits. Each of the Partnership Entities (a) The Company and ShipManagement has or operates pursuant toits Subsidiaries have all authorizations, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates licenses and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and franchises from Governmental Entities required to conduct its business in the manner described in the Registration Statementtheir businesses as now being conducted, the General Disclosure Package including authorizations, Permits, licenses and the Prospectus (and any documents incorporated by reference therein)franchises under Healthcare Laws, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations licenses and filings that, if not obtained or operated pursuant to or made, would notfranchises the absence of which, individually or in the aggregate, have not been and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect; except as set forth whole (the “Company Permits”). The Company Permits are in the Registration Statement, the General Disclosure Package full force and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permiteffect, except for such failure any failures to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations be in full force and impairments that would noteffect that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries are in material compliance with the terms of the Company Permits. The Company and its Subsidiaries have timely filed for any required renewal or extension of any Company Permits, and have not received any notice, and do not otherwise have knowledge, that such Company Permits will not be issued or renewed with terms and conditions that are consistent in all material respects with the present operations of the Company and its Subsidiaries, except as would not reasonably be expected to have a Company Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome . (b) Except as would not be material to the Partnership EntitiesCompany and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is a party to any corporate integrity agreements, monitoring agreements, deferred prosecution agreements, or similar agreements with or imposed by any Governmental Entity and, to the Company’s Knowledge, no such action is pending as of the date of this Agreement. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2019, all reports, documents, claims, permits, adverse event reports, compliance testing and certifications, warning labels, radiation reports, recordkeeping, notices, registrations and applications required to be filed, maintained or furnished to the FDA or any other Healthcare Regulatory Authority by the Company and its Subsidiaries have been so filed, maintained or furnished, and all such reports, documents, claims, permits, adverse event reports, compliance testing and certifications, warning labels, radiation reports, recordkeeping, notices, registrations and applications were complete and accurate on the date filed (or were corrected in or supplemented by a subsequent filing prior to the date of this Agreement). Since January 1, 2019, except for matters that have not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any officer or employee of the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any Person acting on behalf of the Company or any of its Subsidiaries, has made an untrue statement of a material fact or a fraudulent statement to the FDA or any other Healthcare Regulatory Authority, failed to disclose a material fact required to be disclosed to the FDA or any other Healthcare Regulatory Authority, or committed an act, made a statement, or failed to make a statement, in each such case, related to the business of the Company or any of its Subsidiaries, that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the FDA or any other Healthcare Regulatory Authority to invoke any similar policy. (d) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2019, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any member of its board of directors or any of its executive officers or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) each in his or her capacity as such, has been debarred, convicted of any crime or engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C.A § 335a(a) or any similar law or authorized by 21 U.S.C.A § 335a(b) or any similar law, and (ii) neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, any member of its board of directors or any of its executive officers or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) each in his or her capacity as such, has been excluded from participation in any federal health care program or convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in any federal health care program under Section 1128 of the Social Security Act of 1935. (e) Since January 1, 2019, neither the Company nor any of its Subsidiaries nor any Person acting on their behalf has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued any material recall, field corrective action, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice, or other notice or action to wholesalers, distributors, retailers, healthcare professionals or patients relating to an alleged lack of safety, efficacy or regulatory compliance of any Product or been required to do so, other than notices and actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written notice from the FDA or any other Healthcare Regulatory Authority regarding (i) any recall, market withdrawal or replacement of any Product, (ii) a change in the marketing status or classification, or a material change in the labelling of any such Products, (iii) a negative change in reimbursement status of a Product, (iv) a 510(k) rescission letter, (v) any regulatory or advisory action by the FDA or any other Healthcare Regulatory Authority against the Company or any Product, including any notice of inspectional or adverse findings, any regulatory, untitled or warning letters or any recalls, (vi) any safety alert with respect to a Product or (vii) any search warrant, subpoena, civil investigative demand, or similar written communication.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time (a) The Company and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such permits, Consents (as defined above), all required governmental licenses, franchises, concessionspermits, certificates certificates, consents, orders, approvals and authorizations (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations maintain any such Permit, individually and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are (and since December 29, 2008 have been) in compliance with the terms of all Permits, except where non-compliance does not or would not reasonably be expected to have a Company Material Adverse Effect. Since December 29, 2008, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity was considering the amendment, termination, revocation or cancellation of any Permit, except any such amendments, terminations, revocations or cancellations that, individually and in the Registration Statementaggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect. The consummation of the Transactions by the Company, in and of themselves, will not cause the revocation or cancellation of any Permit that is not a Liquor License, except any such revocations and cancellations that, individually and in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Section 2.12(b) of the Company Disclosure Schedule sets forth a list as of the date hereof of all liquor licenses (including beer and wine licenses) held or used by the Company and its Subsidiaries (collectively, the General Disclosure Package “Liquor Licenses”) in connection with the operation of each restaurant operated by the Company or any of its Subsidiaries, along with the name and street, city and state address of each such restaurant, and the Prospectus expiration date of each such Liquor License. (c) As of the date hereof, except as has not had and any documents incorporated by reference therein), subject would not reasonably be expected to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave a Company Material Adverse Effect, individually or in the aggregate: (i) to the extent required by applicable Law, each restaurant currently operated by the Company or any of its Subsidiaries possesses a Liquor License; (ii) each Liquor License is in full force and effect and is adequate for the current conduct of the operations at the restaurant for which it is issued; (iii) neither the Company nor any of its Subsidiaries has received any written notice of any pending or threatened modification, suspension, or cancellation of a Liquor License or any proceeding related thereto; (iv) since December 29, 2008, there have been no Proceedings relating to any of the Liquor Licenses; and (v) there are no pending disciplinary actions, unresolved citations, unsatisfied penalties, or past disciplinary actions relating to Liquor Licenses that would reasonably be expected to have a Material Adverse Effect; except as set forth in any impact on any restaurant or the Registration Statement, the General Disclosure Package and the Prospectus (and ability to maintain or renew any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeLiquor License.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, exemptions, marks, notifications, orders, permits and other authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are authorities necessary to own or lease its properties and to conduct its business in the manner businesses as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus (and any documents incorporated by reference thereincollectively, "PERMITS"), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits the failure of which to obtain would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none is in compliance with the terms and conditions of all such Permits; all of such Permits contains held by the Company and each of its Subsidiaries are valid and in full force and effect; there is no pending or, to its knowledge, threatened action, suit, claim or proceeding which may cause any restriction such Permit to be limited, revoked, cancelled, suspended, modified or not renewed, except for such limitations, revocations, cancellations, suspensions, modifications or non-renewals that is materially burdensome would not reasonably be expected to result in a Material Adverse Effect; and the Company and each of its Subsidiaries has not received any notice of proceedings relating to the Partnership Entitieslimitation, taken as revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a wholeMaterial Adverse Effect, whether or not arising from transactions in the ordinary course of business and has no reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

Permits. Each of the Partnership Seanergy/BET Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Seanergy/BET Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Seanergy/BET Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofThe Company possesses, and has or will have made all applicable declarations and filings withpossessed, all Federal, provincial, state, local material Permits that are required under applicable Law or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and in order for the Company to conduct its business in the manner described in the Registration Statementas presently conducted or then conducted, as applicable, the General Disclosure Package lack of which is could have a Material Adverse Effect. The operation of the business of the Company as currently conducted is not, and has not been in violation of, nor is the Prospectus (Company in default or in violation under any Permit, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any documents incorporated by reference therein)material terms, condition or provision of any Permit, except in each case where such default or violation of such Permit would not reasonably be expected to be material to the Company. There are no actions pending or, to the Company’s Knowledge, threatened, that seek the revocation, cancellation or adverse modification of any Permit, except where such revocation, cancellation or adverse modification of any Permit would not reasonably be expected to materially impair the ability of the Company to conduct the business as presently conducted and perform its obligations hereunder. The Company has not received or been subject to any written notice, charge, claim or assertion, or, to the Company’s Knowledge, any other notice, charge, claim or assertion, in each case alleging violations of any Permit, nor to the Company’s Knowledge, has any such qualifications as may notice, charge, claim or assertion been threatened, except where the receipt of such notice, charge, claim or assertion would not reasonably be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notexpected to, individually or in the aggregate, reasonably be expected materially impair the ability of the Company to have a Material Adverse Effect; except conduct its business as currently conducted or to perform its obligations hereunder. Except as set forth in the Registration Statementon Schedule 3.13, the General Disclosure Package business of the Company and its Subsidiaries does not involve the Prospectus use or development of, or engagement in, encryption technology, or other technology whose development, commercialization, marketing or export requires the Company or any of its Subsidiaries’ to obtain a license from any Governmental Authority, including, without limitation, the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (and any documents incorporated by reference thereinEngagement in Encryption Means), each of the Partnership Entities and ShipManagement has1974, or at each Date of Delivery will haveunder any other Law regulating the development, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowscommercialization, marketing, or after notice export of technology, knowledge, services or lapse goods (including, without limitation, the Israeli Defense Export Control Law, 2007, the Israeli Order of time would allowImport and Export (Control of Export of Dual Use Goods, revocation Services and Technologies), 2006, or termination thereof or results or would result in any impairment of the rights of Israeli Trading with the holder of any such PermitEnemy Ordinance, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole1939).

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time (a) The Company and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such permits, Consents (as defined above), all required governmental licenses, franchises, concessionspermits, certificates certificates, Consents, Orders, approvals and authorizations necessary for the conduct of the Business and the use of their properties and assets, as presently conducted and used (the “Permits”) of), and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and maintain any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, is not and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect; except as set forth whole, or the Business. All Permits are registered in the Registration Statement, name of the General Disclosure Package Company or one of its Subsidiaries. The Company and the Prospectus its Subsidiaries are (and since June 1, 2014 have been) in compliance with the terms of all Permits, except where non-compliance is not or would not reasonably be expected to be material to the Business. Since June 1, 2014, neither the Company nor any documents incorporated by reference therein)of its Subsidiaries has received written notice to the effect that a Governmental Entity was considering the amendment, each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allowtermination, revocation or termination thereof or results or would result in any impairment of the rights of the holder cancellation of any such Permit, except for any such failure to fulfill amendments, terminations, revocations or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcancellations that, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or the Business. The consummation of the Transactions by the Company, in and of themselves, will not cause the revocation or cancellation of any Permit that is not a Liquor License, except any such revocations and cancellations that, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or the Business. (b) Section 2.12(b) of the Company Disclosure Schedule sets forth a list as of the date hereof of all liquor licenses (including beer and wine licenses) (collectively, the “Liquor Licenses”) held or used by the Company and its Subsidiaries in connection with the operation of each Restaurant operated by the Company or any of its Subsidiaries, along with the name and street, city and state address of each such Restaurant, the holder of record or other responsible person identified on the Liquor License, and the expiration date of each such Liquor License. (c) As of the date hereof, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or the Business: (i) to the extent required by applicable Law, each Restaurant possesses a Liquor License; (ii) each Liquor License is in full force and effect and is adequate for the current conduct of the operations at the Restaurant for which it is issued; (iii) neither the Company nor any of its Subsidiaries has received any written notice of any pending or threatened modification, suspension, or cancellation of a Liquor License or any Proceeding related thereto; (iv) since June 1, 2014, there have been no Proceedings relating to any of the Liquor Licenses; and (v) there are no pending disciplinary actions, unresolved citations, unsatisfied penalties, or past disciplinary actions relating to Liquor Licenses that would reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome impact on any Restaurant or the ability to the Partnership Entities, taken as a wholemaintain or renew any Liquor License.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sirona and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, bixxxxxx xnd authorizations and authorizations similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Sirona Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Sirona Material Adverse Effect, (i) the operation of the business of Sirona and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is Sirona or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Sirona or its Subsidiaries), and (ii) to the Knowledge of Sirona, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sirona, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sirona Material Adverse Effect. Since June 30, and none 2012, neither Sirona nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sirona, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSirona Material Adverse Effect.

Permits. Each (a) SCHEDULE 4.8(a) sets forth a complete list of all Permits used in the operation of the Partnership Entities Business. Except as disclosed in Section 4.6(e), Seller has, and ShipManagement at all times has had, all Permits required under any Regulation (including Environmental Laws) in the operation of the Business or operates pursuant in the ownership of the Purchased Assets, where, the failure to obtain the same would have a Material Adverse Effect and owns or possesses such Permits free and clear of all Encumbrances. Seller is not in material Default, nor has it received any notice of any claim of Default, with respect to any such Permit. Except as otherwise governed by law, all such Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees and, except as set forth on SCHEDULE 4.8, will not be adversely affected by the completion of the transactions contemplated by this Agreement. No present or former director, officer or employee of Seller or any affiliate thereof, or to Seller's knowledge, any other person, firm, corporation or other entity, owns or has any proprietary, financial or other interest (direct or indirect) in any Permit which Seller owns, possesses or uses in the Business. (b) To Seller's knowledge, except as disclosed on SCHEDULE 4.8(b), no notice to, declaration, filing or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings registration with, all Federalor Permit from, provincial, state, local any domestic or foreign governmental or regulatory authoritiesbody or authority, all self-regulatory organizations and all courts and or any other tribunalsperson or entity, as are necessary is required to own be made or lease its properties and to conduct its business obtained by Parent or BBI Biotech in connection with the manner described in execution, delivery or performance of this Agreement or any of the Registration Statement, the General Disclosure Package Ancillary Agreements and the Prospectus (consummation of the transactions contemplated hereby and any documents incorporated by reference therein)thereby. For purposes of this Section 4.8(b) only, subject to such qualifications as may Seller shall be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected deemed to have a Material Adverse Effect; except knowledge of all declarations, filings, registrations, authorizations, consents, approvals or permits required to be made or obtained by Seller if the business conducted by Buyer as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome hereof was identical to the Partnership Entities, taken as a wholeBusiness.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time Date and each the Option Closing Date of Delivery will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”"PERMITS") of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement has, or at each the Closing Date of Delivery and the Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. (a) (i) Each of the Partnership Entities Company and ShipManagement the Company Subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such obtained all permits, Consents (as defined above)registrations, licenses, franchisescertifications, concessionsauthorizations and other approvals (collectively, certificates and authorizations (the “PermitsApprovals”) offrom Governmental Authorities necessary for the conduct of the Business as presently conducted, (ii) all such Approvals are valid and has in full force and effect and (iii) none of such Approvals is subject to termination by its terms as a result of the execution of this Agreement by the Company or will have made all applicable declarations and filings withby the consummation of the transactions contemplated by this Agreement, all Federalexcept, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsin each case, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may would not reasonably be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notexpected, individually or in the aggregate, reasonably be expected to result in material liability to the Company, any Company Subsidiary or the Business or otherwise materially interfere with the conduct of the Business. Schedule 3.19(a) of the Company Disclosure Schedule contains an accurate and complete list of all of the material Approvals currently held by the Company and any Company Subsidiary, or that are otherwise necessary to conduct the Business in substantially the same manner as presently conducted, as of the date of this Agreement. No written notices have a Material Adverse Effect; been received by the Company or any Company Subsidiary alleging the failure to hold, or any violation, breach of or default under, any Approval, except as set forth in would not be material to the Registration StatementBusiness. Since the Reference Date, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination thereof of a material Approval or results or would result in any other material impairment of the rights of the holder of any such PermitApproval, other than an expiration of such Approval in accordance with its terms, in each case, except as would not be material to the Business. (b) Each officer, director, employee and, to the Knowledge of the Company, independent contractor of the Company or any Company Subsidiary and each Business Employee that is required to hold any license, permit or other authorization from any Governmental Authority (each, an “Employee Authorization”) for the conduct of the Business as presently conducted holds all such failure required Employee Authorizations, in each case, except as would not be material to fulfill the Business. Schedule 3.19(b) of the Company Disclosure Schedule contains an accurate and complete list of all of the material Employee Authorizations held by the officers, directors, employees and independent contractors of the Company or perform any Company Subsidiary and each Business Employee as of the date hereof. Except as would not be material obligationsto the Business, any non-renewals, non-issues, revocations, terminations (i) the Employee Authorizations are in full force and impairments that would not, individually or in effect and constitute all Employee Authorizations required to operate the aggregate, reasonably be expected to have a Material Adverse Effect, Business as presently conducted and none of the Employee Authorizations are subject to any term, provision, condition or limitation which may adversely change or terminate such Permits contains any restriction that is materially burdensome Employee Authorizations by virtue of the completion of the Transactions, (ii) each officer, director, employee and, to the Partnership EntitiesKnowledge of the Company, taken independent contractor is in compliance with the terms and conditions of the Employee Authorizations and (iii) the Company has not received any written notice of any breach, violation, or default under or with respect to any Employee Authorization and the Company is not aware of any fact, circumstance or event that, with notice or lapse of time or both, could result in any breach, violation or default under or with respect to any Employee Authorization. (c) Except as would not be material to the Business, (i) none of the Approvals currently or previously held by the Company or any Company Subsidiary nor any Employee Authorization held by the officers, employees, directors or independent contractors of the Company or any Company Subsidiary or any Business Employee have ever been suspended, revoked or otherwise terminated by any Governmental Authority and (ii) Schedule 3.19(c) of the Company Disclosure Schedule identifies all pending actions, claims, demands, arbitrations, inquiries, audits, examinations, suits, investigations and other proceedings, including a wholesummary of the basis or allegations thereof, relating to or otherwise affecting any Approvals or, to the Knowledge of the Company, Employee Authorizations currently or previously held by the Company, any Company Subsidiary and, to the Knowledge of the Company, any officer, director, employee or independent contractor of the Company or any Company Subsidiary or any Business Employee, as the case may be, as of the date of this Agreement.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Borrower and ShipManagement hasits Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any other property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (ii) to the knowledge of the Borrower, all such Permits are in full force and effect, and each of the Borrower and its Subsidiaries has performed and observed all its material obligations with respect requirements of such Permits, (iii) to such applicable Permits which are or will be due to have been fulfilled and performed by such date and the knowledge of the Borrower, no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to the Partnership EntitiesBorrower or any of its Subsidiaries, taken as a wholeor to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of the Borrower and its Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) the Borrower does not have any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (b) No consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of, or enforcement of remedies (including, without limitation, foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents other than consents and approvals of, and Permits (other than Environmental Permits) issued by, Governmental Authorities required in connection with any foreclosure on the Collateral pursuant to the Security Documents.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each of the Partnership Entities Company and ShipManagement its subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Company and ShipManagement its subsidiaries has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership EntitiesCompany and its subsidiaries, taken as a whole.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (and any documents incorporated by reference therein), Borrower presently holds all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sirona and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, bxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Sirona Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Sirona Material Adverse Effect, (i) the operation of the business of Sirona and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is Sirona or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Sirona or its Subsidiaries), and (ii) to the Knowledge of Sirona, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sirona, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sirona Material Adverse Effect. Since June 30, and none 2012, neither Sirona nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sirona, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSirona Material Adverse Effect.

Permits. Each The Company shall have certified that: (a) other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Loan Parties and ShipManagement has, each Contractor has obtained and holds all Permits described in Exhibit J-1 or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect Exhibit J-2 required to such applicable Permits which are or will be due to have been fulfilled and performed obtained by such Loan Party or Contractor as of the date this certification is deemed made, (ii) all such Permits are in full force and effect and each of the Loan Parties and, to the Company's knowledge, each Contractor, has performed and observed all requirements of such Permits to the extent required to be performed as of the date this certification is deemed made, (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, that could reasonably be expected to have materially and adversely affect any of the Loan Parties, or the operation of the business of any such Loan Party or any property owned, leased or otherwise operated by such Person, (v) the Company has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing any such Permit on terms that could reasonably be expected to materially and adversely affect any of the Loan Parties or the operation of the business of any such Loan Party or any property owned, leased or otherwise operated by such Person and (vi) each of the Loan Parties reasonably believes that each such Permit will be timely renewed and complied with, without undue expense or delay; (b) with respect to any of the Permits described in Exhibit J-1 or Exhibit J-2 as not yet required to be obtained by any Loan Party or any Contractor (other than the Gaming/Liquor Licenses and any massage or second-hand dealer licenses to be issued by Xxxxx County), (i) each such Permit is of a Material Adverse Effect, and none of such Permits contains any restriction type that is materially burdensome routinely granted on application and compliance with the conditions for issuance and (ii) no facts or circumstances exist which indicate that any such Permit will not be timely obtainable without undue expense or delay by the Company or the applicable Person, respectively, prior to the Partnership Entitiestime that it becomes required; and (c) solely until the Phase I Opening Date, taken as a wholethe Buy-Sell Agreement is in full force and effect.

Permits. (a) Each Permit held by the Operating Subsidiary including all renewals and all amendments: (i) are valid and in full force and effect, and (ii) constitute all of the Partnership Entities and ShipManagement has or operates pursuant to, or at Permits necessary (A) to enable the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and Operating Subsidiary to conduct its business in the manner described it is currently conducted, and (B) to permit the Operating Subsidiary to own and use its assets in the Registration Statement, manner in which they are currently owned and used. (b) The Operating Subsidiary is in compliance with the General Disclosure Package terms and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each requirements of the Partnership Entities and ShipManagement hasPermits. No event has occurred, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred condition or circumstance exists, that would prevent the Permits from being renewed might (with or reissued or that allows, or after without notice or lapse of time would allowtime) (i) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Permit, revocation or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination thereof or results modification of any Permit. (c) With respect to the Permits, the Operating Subsidiary has not received any notice or would result other communication (in writing or otherwise) from any impairment of the rights of the holder Governmental Entity regarding (i) any actual or possible violation of, or failure to comply with, any term or requirement of any such Permit, except for or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any such failure Permit. No Governmental Entity has at any time challenged in writing the right of the Operating Subsidiary to fulfill offer or perform sell any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually of its products or in the aggregate, reasonably be expected services. (d) All applications required to have been filed for the renewal of the Permits have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Entities, and none of each other notice or filing required to have been given or made with respect to such Permits contains any restriction that is materially burdensome has been duly given or made on a timely basis with the appropriate Governmental Entities. (e) None of the representations and warranties contained in this Section 4.21 shall be deemed to the Partnership Entitiesrelate to environmental matters (which are governed by Section 4.22), taken as a wholeemployment matters (which are governed by Section 4.19) or tax matters (which are governed by Section 4.9).

Permits. Each of the Partnership Entities The Company and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, its Subsidiaries possess such permits, Consents (as defined above)certificates, licenses, franchisesapprovals, concessionsregistrations, certificates clearances, authorizations or permits, and authorizations all supplements or amendments thereto (“Permits”), required by state, federal or foreign regulatory agencies or bodies (“Regulatory Agencies”) ofto conduct their respective businesses as currently conducted including, without limitation, any Permits required by the government of the People’s Republic of China (including any provincial, municipal and district authorities) in connection with the operation of the Company’s Chinese Subsidiary, necessary to conduct their respective businesses, and has or will have made all applicable declarations the Company and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as its Subsidiaries are necessary to own or lease its properties and to conduct its business in compliance with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to terms of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained except where the failure to have or operated pursuant to or made, comply with such Permits would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth , and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit which, singly or in the Registration Statementaggregate, if the General Disclosure Package subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its Subsidiaries have fulfilled and performed all its material of their obligations with respect to such applicable the Permits which are or will be due and, to have been fulfilled and performed by such date and the Company’s knowledge, no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any such Permit, except for as would not have a Material Adverse Effect. All such failure to fulfill or perform any material obligationsPermits are in full force and effect, any non-renewals, non-issues, revocations, terminations and impairments that except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Except as would not have a Material Adverse Effect, the Company and none of such Permits contains any restriction that is materially burdensome its Subsidiaries, and, to the Partnership EntitiesCompany’s knowledge, taken any person acting on behalf of or for the Company, have submitted all applications, notifications, submissions, information, claims, reports and statistics, filings, and other data and conclusions derived therefrom (collectively, the “Submissions”) to the Regulatory Agencies as a wholerequired for the conduct of their respective businesses as currently conducted, and all such Submissions, when submitted to the applicable Regulatory Agency were true, complete and correct in all material respects as of the date of submission, and any necessary or required updates, changes, corrections or modification to such Submissions have been submitted to the applicable Regulatory Agency. None of the Company, its Subsidiaries nor, to the Company’s knowledge, any of its respective officers, directors or managing employees (as defined in 42 U.S.C. § 1320a-5(b)), or any person acting on behalf of or for the Company, is or has been excluded, suspended or debarred from participation in any state or federal health care program pursuant to 42 U.S.C. § 1320a–7, or made subject to any pending or, to the Company’s knowledge, threatened or contemplated action which could reasonably be expected to result in such exclusion, suspension or debarment.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant tothe Manager has, or at the Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement the Manager has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2015, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. (b) The business of such Permits contains the Company and the Company’s Subsidiaries does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization or export requires the Company or any restriction that is materially burdensome of its Subsidiaries’ to obtain a license from the Partnership EntitiesIsraeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), taken as a whole1974 or other legislation regulating the development, commercialization or export of technology.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth Effect (or, in the Registration Statementcase of Environmental Permits, result in the payment of a Material Environmental Amount): (i) each of Holdings, the General Disclosure Package Borrower and the Prospectus (Borrower's Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any documents incorporated other property otherwise operated by reference therein)or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each of Holdings, the Partnership Entities Borrower and ShipManagement hasthe Borrower's Subsidiaries has performed and observed all requirements of such Permits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of the Borrower's Subsidiaries, taken or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and the Borrower's Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) none of Parent, Holdings or the Borrower has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (b) Except as a wholeset forth on Schedule 4.25(b), no consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of, or enforcement of remedies (including, without limitation, foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents.